Nuveen Dow 30 Dynamic Overwrite Fund (DIAX)
Filed: 13 Aug 15, 12:00am
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-22970
Nuveen Dow 30 SM Dynamic Overwrite Fund
(Exact name of registrant as specified in charter)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Gifford R. Zimmerman - Chief Administrative Officer
(Name and address of agent for service)
Registrant’s telephone number, including area code: 312-917-7700
Date of fiscal year-end: December 31
Date of reporting period: June 30, 2015
Item 1. Proxy Voting Record
=============================== Nuveen Dow 30 Dynamic Overwrite Fund ===============================
CISCO SYSTEMS, INC.
| Ticker: | CSCO | Security ID: | 17275R102 | |||
| Meeting Date: | NOV 20, 2014 | Meeting Type: | Annual | |||
| Record Date: | SEP 22, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Carol A. Bartz | For | For | Management | ||||
| 1b | Elect Director M. Michele Burns | For | For | Management | ||||
| 1c | Elect Director Michael D. Capellas | For | For | Management | ||||
| 1d | Elect Director John T. Chambers | For | For | Management | ||||
| 1e | Elect Director Brian L. Halla | For | For | Management | ||||
| 1f | Elect Director John L. Hennessy | For | For | Management | ||||
| 1g | Elect Director Kristina M. Johnson | For | For | Management | ||||
| 1h | Elect Director Roderick C. McGeary | For | For | Management | ||||
| 1i | Elect Director Arun Sarin | For | For | Management | ||||
| 1j | Elect Director Steven M. West | For | For | Management | ||||
| 2 | Amend Qualified Employee Stock Purchase Plan | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Ratify Auditors | For | For | Management | ||||
| 5 | Establish Public Policy Board Committee | Against | Against | Shareholder | ||||
| 6 | Adopt Proxy Access Right | Against | Against | Shareholder | ||||
| 7 | Report on Political Contributions | Against | For | Shareholder |
MICROSOFT CORPORATION
| Ticker: | MSFT | Security ID: | 594918104 | |||
| Meeting Date: | DEC 03, 2014 | Meeting Type: | Annual | |||
| Record Date: | SEP 30, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director William H. Gates lll | For | For | Management | ||||
| 1.2 | Elect Director Maria M. Klawe | For | For | Management | ||||
| 1.3 | Elect Director Teri L. List-Stoll | For | For | Management | ||||
| 1.4 | Elect Director G. Mason Morfit | For | For | Management | ||||
| 1.5 | Elect Director Satya Nadella | For | For | Management | ||||
| 1.6 | Elect Director Charles H. Noski | For | For | Management | ||||
| 1.7 | Elect Director Helmut Panke | For | For | Management | ||||
| 1.8 | Elect Director Charles W. Scharf | For | For | Management | ||||
| 1.9 | Elect Director John W. Stanton | For | For | Management | ||||
| 1.10 | Elect Director John W. Thompson | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | Against | Management | ||||
| 3 | Ratify Auditors | For | For | Management | ||||
| 4 | Proxy Access | Against | Against | Shareholder |
NIKE, INC.
| Ticker: | NKE | Security ID: | 654106103 | |||
| Meeting Date: | SEP 18, 2014 | Meeting Type: | Annual | |||
| Record Date: | JUL 18, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Alan B. Graf, Jr. | For | For | Management | ||||
| 1.2 | Elect Director John C. Lechleiter | For | For | Management | ||||
| 1.3 | Elect Director Michelle A. Peluso | For | For | Management | ||||
| 1.4 | Elect Director Phyllis M. Wise | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Ratify Auditors | For | For | Management |
THE PROCTER & GAMBLE COMPANY
| Ticker: | PG | Security ID: | 742718109 | |||
| Meeting Date: | OCT 14, 2014 | Meeting Type: | Annual | |||
| Record Date: | AUG 15, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Angela F. Braly | For | For | Management | ||||
| 1b | Elect Director Kenneth I. Chenault | For | For | Management | ||||
| 1c | Elect Director Scott D. Cook | For | For | Management | ||||
| 1d | Elect Director Susan Desmond-Hellmann | For | For | Management | ||||
| 1e | Elect Director A.G. Lafley | For | For | Management | ||||
| 1f | Elect Director Terry J. Lundgren | For | For | Management | ||||
| 1g | Elect Director W. James McNerney, Jr. | For | For | Management | ||||
| 1h | Elect Director Margaret C. Whitman | For | For | Management | ||||
| 1i | Elect Director Mary Agnes Wilderotter | For | For | Management | ||||
| 1j | Elect Director Patricia A. Woertz | For | For | Management | ||||
| 1k | Elect Director Ernesto Zedillo | For | For | Management | ||||
| 2 | Ratify Auditors | For | For | Management | ||||
| 3 | Approve Omnibus Stock Plan | For | For | Management | ||||
| 4 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 5 | Assess Environmental Impact of Non-Recyclable Packaging | Against | For | Shareholder | ||||
| 6 | Report on Consistency Between Corporate Values and Political Contributions | Against | Against | Shareholder |
VISA INC.
| Ticker: | V | Security ID: | 92826C839 | |||
| Meeting Date: | JAN 28, 2015 | Meeting Type: | Annual | |||
| Record Date: | DEC 01, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Mary B. Cranston | For | For | Management | ||||
| 1b | Elect Director Francisco Javier Fernandez-Carbajal | For | For | Management | ||||
| 1c | Elect Director Alfred F. Kelly, Jr. | For | For | Management | ||||
| 1d | Elect Director Robert W. Matschullat | For | For | Management | ||||
| 1e | Elect Director Cathy E. Minehan | For | For | Management | ||||
| 1f | Elect Director Suzanne Nora Johnson | For | For | Management | ||||
| 1g | Elect Director David J. Pang | For | For | Management | ||||
| 1h | Elect Director Charles W. Scharf | For | For | Management | ||||
| 1i | Elect Director William S. Shanahan | For | For | Management | ||||
| 1j | Elect Director John A. C. Swainson | For | For | Management | ||||
| 1k | Elect Director Maynard G. Webb, Jr. | For | For | Management | ||||
| 2 | Approve Amendments to the Certificate of Incorporation to Facilitate Stock Splits | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Approve Qualified Employee Stock Purchase Plan | For | For | Management | ||||
| 5a | Remove Supermajority Vote Requirement for Exiting Core Payment Business | For | For | Management | ||||
| 5b | Remove Supermajority Vote Requirement for Future Amendments to Certain Sections of Company’s Certificate of Incorporation | For | For | Management | ||||
| 5c | Remove Supermajority Vote Requirement for Approval of Exceptions to Transfer Certifications | For | For | Management | ||||
| 5d | Remove Supermajority Vote Requirement for Removal of Directors | For | For | Management | ||||
| 5e | Remove Supermajority Vote Requirement for Future Amendments to the Advance Notice Provision in the Bylaws | For | For | Management | ||||
| 6 | Ratify Auditors | For | For | Management |
CISCO SYSTEMS, INC.
| Ticker: | CSCO | Security ID: | 17275R102 | |||
| Meeting Date: | NOV 20, 2014 | Meeting Type: | Annual | |||
| Record Date: | SEP 22, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Carol A. Bartz | For | For | Management | ||||
| 1b | Elect Director M. Michele Burns | For | For | Management | ||||
| 1c | Elect Director Michael D. Capellas | For | For | Management | ||||
| 1d | Elect Director John T. Chambers | For | For | Management | ||||
| 1e | Elect Director Brian L. Halla | For | For | Management | ||||
| 1f | Elect Director John L. Hennessy | For | For | Management | ||||
| 1g | Elect Director Kristina M. Johnson | For | For | Management | ||||
| 1h | Elect Director Roderick C. McGeary | For | For | Management | ||||
| 1i | Elect Director Arun Sarin | For | For | Management | ||||
| 1j | Elect Director Steven M. West | For | For | Management | ||||
| 2 | Amend Qualified Employee Stock Purchase Plan | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Ratify Auditors | For | For | Management | ||||
| 5 | Establish Public Policy Board Committee | Against | Against | Shareholder | ||||
| 6 | Adopt Proxy Access Right | Against | Against | Shareholder | ||||
| 7 | Report on Political Contributions | Against | For | Shareholder |
MICROSOFT CORPORATION
| Ticker: | MSFT | Security ID: | 594918104 | |||
| Meeting Date: | DEC 03, 2014 | Meeting Type: | Annual | |||
| Record Date: | SEP 30, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director William H. Gates lll | For | For | Management | ||||
| 1.2 | Elect Director Maria M. Klawe | For | For | Management | ||||
| 1.3 | Elect Director Teri L. List-Stoll | For | For | Management | ||||
| 1.4 | Elect Director G. Mason Morfit | For | For | Management | ||||
| 1.5 | Elect Director Satya Nadella | For | For | Management | ||||
| 1.6 | Elect Director Charles H. Noski | For | For | Management | ||||
| 1.7 | Elect Director Helmut Panke | For | For | Management | ||||
| 1.8 | Elect Director Charles W. Scharf | For | For | Management | ||||
| 1.9 | Elect Director John W. Stanton | For | For | Management | ||||
| 1.10 | Elect Director John W. Thompson | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | Against | Management | ||||
| 3 | Ratify Auditors | For | For | Management | ||||
| 4 | Proxy Access | Against | Against | Shareholder |
NIKE, INC.
| Ticker: | NKE | Security ID: | 654106103 | |||
| Meeting Date: | SEP 18, 2014 | Meeting Type: | Annual | |||
| Record Date: | JUL 18, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Alan B. Graf, Jr. | For | For | Management | ||||
| 1.2 | Elect Director John C. Lechleiter | For | For | Management | ||||
| 1.3 | Elect Director Michelle A. Peluso | For | For | Management | ||||
| 1.4 | Elect Director Phyllis M. Wise | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Ratify Auditors | For | For | Management |
THE PROCTER & GAMBLE COMPANY
| Ticker: | PG | Security ID: | 742718109 | |||
| Meeting Date: | OCT 14, 2014 | Meeting Type: | Annual | |||
| Record Date: | AUG 15, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Angela F. Braly | For | For | Management | ||||
| 1b | Elect Director Kenneth I. Chenault | For | For | Management | ||||
| 1c | Elect Director Scott D. Cook | For | For | Management | ||||
| 1d | Elect Director Susan Desmond-Hellmann | For | For | Management | ||||
| 1e | Elect Director A.G. Lafley | For | For | Management | ||||
| 1f | Elect Director Terry J. Lundgren | For | For | Management | ||||
| 1g | Elect Director W. James McNerney, Jr. | For | For | Management | ||||
| 1h | Elect Director Margaret C. Whitman | For | For | Management | ||||
| 1i | Elect Director Mary Agnes Wilderotter | For | For | Management | ||||
| 1j | Elect Director Patricia A. Woertz | For | For | Management | ||||
| 1k | Elect Director Ernesto Zedillo | For | For | Management | ||||
| 2 | Ratify Auditors | For | For | Management | ||||
| 3 | Approve Omnibus Stock Plan | For | For | Management | ||||
| 4 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 5 | Assess Environmental Impact of Non-Recyclable Packaging | Against | For | Shareholder | ||||
| 6 | Report on Consistency Between Corporate Values and Political Contributions | Against | Against | Shareholder |
VISA INC.
| Ticker: | V | Security ID: | 92826C839 | |||
| Meeting Date: | JAN 28, 2015 | Meeting Type: | Annual | |||
| Record Date: | DEC 01, 2014 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Mary B. Cranston | For | For | Management | ||||
| 1b | Elect Director Francisco Javier Fernandez-Carbajal | For | For | Management | ||||
| 1c | Elect Director Alfred F. Kelly, Jr. | For | For | Management | ||||
| 1d | Elect Director Robert W. Matschullat | For | For | Management | ||||
| 1e | Elect Director Cathy E. Minehan | For | For | Management | ||||
| 1f | Elect Director Suzanne Nora Johnson | For | For | Management | ||||
| 1g | Elect Director David J. Pang | For | For | Management | ||||
| 1h | Elect Director Charles W. Scharf | For | For | Management | ||||
| 1i | Elect Director William S. Shanahan | For | For | Management | ||||
| 1j | Elect Director John A. C. Swainson | For | For | Management | ||||
| 1k | Elect Director Maynard G. Webb, Jr. | For | For | Management | ||||
| 2 | Approve Amendments to the Certificate of Incorporation to Facilitate Stock Splits | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Approve Qualified Employee Stock Purchase Plan | For | For | Management | ||||
| 5a | Remove Supermajority Vote Requirement for Exiting Core Payment Business | For | For | Management | ||||
| 5b | Remove Supermajority Vote Requirement for Future Amendments to Certain Sections of Company’s Certificate of Incorporation | For | For | Management | ||||
| 5c | Remove Supermajority Vote Requirement for Approval of Exceptions to Transfer Certifications | For | For | Management | ||||
| 5d | Remove Supermajority Vote Requirement for Removal of Directors | For | For | Management | ||||
| 5e | Remove Supermajority Vote Requirement for Future Amendments to the Advance Notice Provision in the Bylaws | For | For | Management | ||||
| 6 | Ratify Auditors | For | For | Management |
3M COMPANY
| Ticker: | MMM | Security ID: | 88579Y101 | |||
| Meeting Date: | MAY 12, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 13, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Linda G. Alvarado | For | For | Management | ||||
| 1b | Elect Director Sondra L. Barbour | For | For | Management | ||||
| 1c | Elect Director Thomas ‘Tony’ K. Brown | For | For | Management | ||||
| 1d | Elect Director Vance D. Coffman | For | For | Management | ||||
| 1e | Elect Director Michael L. Eskew | For | For | Management | ||||
| 1f | Elect Director Herbert L. Henkel | For | For | Management | ||||
| 1g | Elect Director Muhtar Kent | For | For | Management | ||||
| 1h | Elect Director Edward M. Liddy | For | For | Management | ||||
| 1i | Elect Director Inge G. Thulin | For | For | Management | ||||
| 1j | Elect Director Robert J. Ulrich | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management |
AMERICAN EXPRESS COMPANY
| Ticker: | AXP | Security ID: | 025816109 | |||
| Meeting Date: | MAY 11, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 13, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Charlene Barshefsky | For | For | Management | ||||
| 1b | Elect Director Ursula M. Burns | For | For | Management | ||||
| 1c | Elect Director Kenneth I. Chenault | For | For | Management | ||||
| 1d | Elect Director Peter Chernin | For | For | Management | ||||
| 1e | Elect Director Anne Lauvergeon | For | For | Management | ||||
| 1f | Elect Director Michael O. Leavitt | For | For | Management | ||||
| 1g | Elect Director Theodore J. Leonsis | For | For | Management | ||||
| 1h | Elect Director Richard C. Levin | For | For | Management | ||||
| 1i | Elect Director Samuel J. Palmisano | For | For | Management | ||||
| 1j | Elect Director Daniel L. Vasella | For | For | Management | ||||
| 1k | Elect Director Robert D. Walter | For | For | Management | ||||
| 1l | Elect Director Ronald A. Williams | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Prepare Employment Diversity Report | Against | For | Shareholder | ||||
| 5 | Report on Board Oversight of Privacy and Data Security and Requests for Customer Information | Against | For | Shareholder | ||||
| 6 | Provide Right to Act by Written Consent | Against | For | Shareholder | ||||
| 7 | Report on Lobbying Payments and Policy | Against | For | Shareholder | ||||
| 8 | Require Independent Board Chairman | Against | Against | Shareholder |
AT&T INC.
| Ticker: | T | Security ID: | 00206R102 | |||
| Meeting Date: | APR 24, 2015 | Meeting Type: | Annual | |||
| Record Date: | FEB 25, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Randall L. Stephenson | For | For | Management | ||||
| 1.2 | Elect Director Scott T. Ford | For | For | Management | ||||
| 1.3 | Elect Director Glenn H. Hutchins | For | For | Management | ||||
| 1.4 | Elect Director William E. Kennard | For | For | Management | ||||
| 1.5 | Elect Director Jon C. Madonna | For | For | Management | ||||
| 1.6 | Elect Director Michael B. McCallister | For | For | Management | ||||
| 1.7 | Elect Director John B. McCoy | For | For | Management | ||||
| 1.8 | Elect Director Beth E. Mooney | For | For | Management | ||||
| 1.9 | Elect Director Joyce M. Roche | For | For | Management | ||||
| 1.10 | Elect Director Matthew K. Rose | For | For | Management | ||||
| 1.11 | Elect Director Cynthia B. Taylor | For | For | Management | ||||
| 1.12 | Elect Director Laura D’Andrea Tyson | For | For | Management | ||||
| 2 | Ratify Ernst & Young LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Report on Indirect Political Contribution | Against | For | Shareholder | ||||
| 5 | Report on Lobbying Payments and Policy | Against | For | Shareholder | ||||
| 6 | Amend Bylaws to Call Special Meetings | Against | For | Shareholder |
CATERPILLAR INC.
| Ticker: | CAT | Security ID: | 149123101 | |||
| Meeting Date: | JUN 10, 2015 | Meeting Type: | Annual | |||
| Record Date: | APR 13, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director David L. Calhoun | For | For | Management | ||||
| 1.2 | Elect Director Daniel M. Dickinson | For | For | Management | ||||
| 1.3 | Elect Director Juan Gallardo | For | Against | Management | ||||
| 1.4 | Elect Director Jesse J. Greene, Jr. | For | For | Management | ||||
| 1.5 | Elect Director Jon M. Huntsman, Jr. | For | For | Management | ||||
| 1.6 | Elect Director Dennis A. Muilenburg | For | For | Management | ||||
| 1.7 | Elect Director Douglas R. Oberhelman | For | For | Management | ||||
| 1.8 | Elect Director William A. Osborn | For | For | Management | ||||
| 1.9 | Elect Director Debra L. Reed | For | For | Management | ||||
| 1.10 | Elect Director Edward B. Rust, Jr. | For | For | Management | ||||
| 1.11 | Elect Director Susan C. Schwab | For | For | Management | ||||
| 1.12 | Elect Director Miles D. White | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | Against | Management | ||||
| 4 | Require Independent Board Chairman | Against | For | Shareholder | ||||
| 5 | Provide Right to Act by Written Consent | Against | For | Shareholder | ||||
| 6 | Review and Amend Human Rights Policies | Against | For | Shareholder | ||||
| 7 | Amend Policies to Allow Employees to Participate in Political Process with No Retribution | Against | Against | Shareholder |
CHEVRON CORPORATION
| Ticker: | CVX | Security ID: | 166764100 | |||
| Meeting Date: | MAY 27, 2015 | Meeting Type: | Annual | |||
| Record Date: | APR 01, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Alexander B. Cummings, Jr. | For | For | Management | ||||
| 1b | Elect Director Linnet F. Deily | For | For | Management | ||||
| 1c | Elect Director Robert E. Denham | For | For | Management | ||||
| 1d | Elect Director Alice P. Gast | For | For | Management | ||||
| 1e | Elect Director Enrique Hernandez, Jr. | For | For | Management | ||||
| 1f | Elect Director Jon M. Huntsman, Jr. | For | For | Management | ||||
| 1g | Elect Director Charles W. Moorman, IV | For | For | Management | ||||
| 1h | Elect Director John G. Stumpf | For | For | Management | ||||
| 1i | Elect Director Ronald D. Sugar | For | For | Management | ||||
| 1j | Elect Director Inge G. Thulin | For | For | Management | ||||
| 1k | Elect Director Carl Ware | For | For | Management | ||||
| 1l | Elect Director John S. Watson | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Report on Charitable Contributions | Against | Against | Shareholder | ||||
| 5 | Report on Lobbying Payments and Policy | Against | For | Shareholder | ||||
| 6 | Prohibit Political Spending | Against | Against | Shareholder | ||||
| 7 | Increase Return of Capital to Shareholders in Light of Climate Change Risks | Against | Against | Shareholder | ||||
| 8 | Adopt Quantitative GHG Goals for Products and Operations | Against | Against | Shareholder | ||||
| 9 | Report on the Result of Efforts to Minimize Hydraulic Fracturing Impacts | Against | For | Shareholder | ||||
| 10 | Proxy Access | Against | For | Shareholder | ||||
| 11 | Require Independent Board Chairman | Against | Against | Shareholder | ||||
| 12 | Require Director Nominee with Environmental Experience | Against | For | Shareholder | ||||
| 13 | Amend Bylaws — Call Special Meetings | Against | For | Shareholder |
E. I. DU PONT DE NEMOURS AND COMPANY
| Ticker: | DD | Security ID: | 263534109 | |||
| Meeting Date: | MAY 13, 2015 | Meeting Type: | Proxy Contest | |||
| Record Date: | MAR 17, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| Management Proxy (White Card) | None | |||||||
| 1.1 | Elect Director Lamberto Andreotti | For | Did Not Vote | Management | ||||
| 1.2 | Elect Director Edward D. Breen | For | Did Not Vote | Management | ||||
| 1.3 | Elect Director Robert A. Brown | For | Did Not Vote | Management | ||||
| 1.4 | Elect Director Alexander M. Cutler | For | Did Not Vote | Management | ||||
| 1.5 | Elect Director Eleuthere I. du Pont | For | Did Not Vote | Management | ||||
| 1.6 | Elect Director James L. Gallogly | For | Did Not Vote | Management | ||||
| 1.7 | Elect Director Marillyn A. Hewson | For | Did Not Vote | Management | ||||
| 1.8 | Elect Director Lois D. Juliber | For | Did Not Vote | Management | ||||
| 1.9 | Elect Director Ellen J. Kullman | For | Did Not Vote | Management | ||||
| 1.10 | Elect Director Ulf M. Schneider | For | Did Not Vote | Management | ||||
| 1.11 | Elect Director Lee M. Thomas | For | Did Not Vote | Management | ||||
| 1.12 | Elect Director Patrick J. Ward | For | Did Not Vote | Management | ||||
| 2 | Ratify Auditors | For | Did Not Vote | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | Did Not Vote | Management | ||||
| 4 | Report on Lobbying Payments and Policy | Against | Did Not Vote | Shareholder | ||||
| 5 | Report on Herbicide Use on GMO Crops | Against | Did Not Vote | Shareholder | ||||
| 6 | Establish Committee on Plant Closures | Against | Did Not Vote | Shareholder | ||||
| 7 | Repeal Amendments to the Company’s Bylaws Adopted Without Stockholder Approval After August 12, 2013 | Against | Did Not Vote | Shareholder |
# | Proposal | Diss Rec | Vote Cast | Sponsor | ||||
| Dissident Proxy (Gold Card) | None | |||||||
| 1.1 | Elect Director Nelson Peltz | For | For | Shareholder | ||||
| 1.2 | Elect Director John H. Myers | For | For | Shareholder | ||||
| 1.3 | Elect Director Arthur B. Winkleblack | For | Withhold | Shareholder | ||||
| 1.4 | Elect Director Robert J. Zatta | For | Withhold | Shareholder | ||||
| 1.5 | Management Nominee - Lamberto Andreotti | For | For | Shareholder | ||||
| 1.6 | Management Nominee - Edward D. Breen | For | For | Shareholder | ||||
| 1.7 | Management Nominee - Eleuthere I. du Pont | For | For | Shareholder | ||||
| 1.8 | Management Nominee - James L. Gallogly | For | For | Shareholder | ||||
| 1.9 | Management Nominee - Marillyn A. Hewson | For | For | Shareholder | ||||
| 1.10 | Management Nominee - Ellen J. Kullman | For | For | Shareholder | ||||
| 1.11 | Management Nominee - Ulf M. Schneider | For | For | Shareholder | ||||
| 1.12 | Management Nominee - Patrick J. Ward | For | For | Shareholder | ||||
| 2 | Ratify Auditors | None | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | None | For | Management | ||||
| 4 | Report on Lobbying Payments and Policy | None | For | Shareholder | ||||
| 5 | Report on Herbicide Use on GMO Crops | None | Against | Shareholder | ||||
| 6 | Establish Committee on Plant Closures | None | Against | Shareholder | ||||
| 7 | Repeal Amendments to the Company’s Bylaws Adopted Without Stockholder Approval After August 12, 2013 | For | For | Shareholder |
EBAY INC.
| Ticker: | EBAY | Security ID: | 278642103 | |||
| Meeting Date: | MAY 01, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 18, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Fred D. Anderson | For | For | Management | ||||
| 1b | Elect Director Anthony J. Bates | For | For | Management | ||||
| 1c | Elect Director Edward W. Barnholt | For | For | Management | ||||
| 1d | Elect Director Jonathan Christodoro | For | For | Management | ||||
| 1e | Elect Director Scott D. Cook | For | For | Management | ||||
| 1f | Elect Director John J. Donahoe | For | For | Management | ||||
| 1g | Elect Director David W. Dorman | For | For | Management | ||||
| 1h | Elect Director Bonnie S. Hammer | For | For | Management | ||||
| 1i | Elect Director Gail J. McGovern | For | For | Management | ||||
| 1j | Elect Director Kathleen C. Mitic | For | For | Management | ||||
| 1k | Elect Director David M. Moffett | For | For | Management | ||||
| 1l | Elect Director Pierre M. Omidyar | For | For | Management | ||||
| 1m | Elect Director Thomas J. Tierney | For | For | Management | ||||
| 1n | Elect Director Perry M. Traquina | For | For | Management | ||||
| 1o | Elect Director Frank D. Yeary | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Amend Executive Incentive Bonus Plan | For | For | Management | ||||
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 5 | Provide Right to Act by Written Consent | Against | For | Shareholder | ||||
| 6 | Adopt Proxy Access Right | Against | For | Shareholder | ||||
| 7 | Report on Gender Pay Gap | Against | Against | Shareholder |
EXXON MOBIL CORPORATION
| Ticker: | XOM | Security ID: | 30231G102 | |||
| Meeting Date: | MAY 27, 2015 | Meeting Type: | Annual | |||
| Record Date: | APR 07, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Michael J. Boskin | For | For | Management | ||||
| 1.2 | Elect Director Peter Brabeck-Letmathe | For | For | Management | ||||
| 1.3 | Elect Director Ursula M. Burns | For | For | Management | ||||
| 1.4 | Elect Director Larry R. Faulkner | For | For | Management | ||||
| 1.5 | Elect Director Jay S. Fishman | For | For | Management | ||||
| 1.6 | Elect Director Henrietta H. Fore | For | For | Management | ||||
| 1.7 | Elect Director Kenneth C. Frazier | For | For | Management | ||||
| 1.8 | Elect Director Douglas R. Oberhelman | For | For | Management | ||||
| 1.9 | Elect Director Samuel J. Palmisano | For | For | Management | ||||
| 1.10 | Elect Director Steven S. Reinemund | For | For | Management | ||||
| 1.11 | Elect Director Rex W. Tillerson | For | For | Management | ||||
| 1.12 | Elect Director William C. Weldon | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Require Independent Board Chairman | Against | For | Shareholder | ||||
| 5 | Adopt Proxy Access Right | Against | For | Shareholder | ||||
| 6 | Require Director Nominee with Environmental Experience | Against | For | Shareholder | ||||
| 7 | Increase the Number of Females on the Board | Against | Against | Shareholder | ||||
| 8 | Disclose Percentage of Females at Each Percentile of Compensation | Against | Against | Shareholder | ||||
| 9 | Report on Lobbying Payments and Policy | Against | For | Shareholder | ||||
| 10 | Adopt Quantitative GHG Goals for Products and Operations | Against | Against | Shareholder | ||||
| 11 | Report on the Result of Efforts to Minimize Hydraulic Fracturing Impacts | Against | For | Shareholder |
GENERAL ELECTRIC COMPANY
| Ticker: | GE | Security ID: | 369604103 | |||
| Meeting Date: | APR 22, 2015 | Meeting Type: | Annual | |||
| Record Date: | FEB 23, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| A1 | Elect Director W. Geoffrey Beattie | For | For | Management | ||||
| A2 | Elect Director John J. Brennan | For | For | Management | ||||
| A3 | Elect Director James I. Cash, Jr. | For | For | Management | ||||
| A4 | Elect Director Francisco D’Souza | For | For | Management | ||||
| A5 | Elect Director Marijn E. Dekkers | For | For | Management | ||||
| A6 | Elect Director Susan J. Hockfield | For | For | Management | ||||
| A7 | Elect Director Jeffrey R. Immelt | For | For | Management | ||||
| A8 | Elect Director Andrea Jung | For | For | Management | ||||
| A9 | Elect Director Robert W. Lane | For | For | Management | ||||
| A10 | Elect Director Rochelle B. Lazarus | For | For | Management | ||||
| A11 | Elect Director James J. Mulva | For | For | Management | ||||
| A12 | Elect Director James E. Rohr | For | For | Management | ||||
| A13 | Elect Director Mary L. Schapiro | For | For | Management | ||||
| A14 | Elect Director Robert J. Swieringa | For | For | Management | ||||
| A15 | Elect Director James S. Tisch | For | For | Management | ||||
| A16 | Elect Director Douglas A. Warner, III | For | For | Management | ||||
| B1 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| B2 | Ratify KPMG LLP as Auditors | For | For | Management | ||||
| C1 | Provide for Cumulative Voting | Against | Against | Shareholder | ||||
| C2 | Provide Right to Act by Written Consent | Against | Against | Shareholder | ||||
| C3 | Select One Director from Ranks of Retirees | Against | Against | Shareholder | ||||
| C4 | Adopt Holy Land Principles | Against | Against | Shareholder | ||||
| C5 | Pro-rata Vesting on Equity Plans | Against | For | Shareholder |
GILEAD SCIENCES, INC.
| Ticker: | GILD | Security ID: | 375558103 | |||
| Meeting Date: | MAY 06, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 11, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director John F. Cogan | For | For | Management | ||||
| 1b | Elect Director Etienne F. Davignon | For | For | Management | ||||
| 1c | Elect Director Carla A. Hills | For | For | Management | ||||
| 1d | Elect Director Kevin E. Lofton | For | For | Management | ||||
| 1e | Elect Director John W. Madigan | For | For | Management | ||||
| 1f | Elect Director John C. Martin | For | For | Management | ||||
| 1g | Elect Director Nicholas G. Moore | For | For | Management | ||||
| 1h | Elect Director Richard J. Whitley | For | For | Management | ||||
| 1i | Elect Director Gayle E. Wilson | For | For | Management | ||||
| 1j | Elect Director Per Wold-Olsen | For | For | Management | ||||
| 2 | Ratify Ernst & Young LLP as Auditors | For | For | Management | ||||
| 3 | Amend Qualified Employee Stock Purchase Plan | For | For | Management | ||||
| 4 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 5 | Provide Right to Act by Written Consent | Against | For | Shareholder | ||||
| 6 | Require Independent Board Chairman | Against | For | Shareholder | ||||
| 7 | Report on Sustainability | Against | For | Shareholder | ||||
| 8 | Report on Specialty Drug Pricing Risks | Against | For | Shareholder |
INTEL CORPORATION
| Ticker: | INTC | Security ID: | 458140100 | |||
| Meeting Date: | MAY 21, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 23, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Charlene Barshefsky | For | For | Management | ||||
| 1b | Elect Director Aneel Bhusri | For | For | Management | ||||
| 1c | Elect Director Andy D. Bryant | For | For | Management | ||||
| 1d | Elect Director Susan L. Decker | For | For | Management | ||||
| 1e | Elect Director John J. Donahoe | For | Against | Management | ||||
| 1f | Elect Director Reed E. Hundt | For | For | Management | ||||
| 1g | Elect Director Brian M. Krzanich | For | For | Management | ||||
| 1h | Elect Director James D. Plummer | For | For | Management | ||||
| 1i | Elect Director David S. Pottruck | For | For | Management | ||||
| 1j | Elect Director Frank D. Yeary | For | For | Management | ||||
| 1k | Elect Director David B. Yoffie | For | For | Management | ||||
| 2 | Ratify Ernst & Young LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Amend Omnibus Stock Plan | For | For | Management | ||||
| 5 | Amend Qualified Employee Stock Purchase Plan | For | For | Management | ||||
| 6 | Adopt Holy Land Principles | Against | Against | Shareholder | ||||
| 7 | Require Independent Board Chairman | Against | For | Shareholder | ||||
| 8 | Provide Vote Counting to Exclude Abstentions | Against | Against | Shareholder |
INTERNATIONAL BUSINESS MACHINES CORPORATION
| Ticker: | IBM | Security ID: | 459200101 | |||
| Meeting Date: | APR 28, 2015 | Meeting Type: | Annual | |||
| Record Date: | FEB 27, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Alain J.P. Belda | For | For | Management | ||||
| 1.2 | Elect Director William R. Brody | For | For | Management | ||||
| 1.3 | Elect Director Kenneth I. Chenault | For | For | Management | ||||
| 1.4 | Elect Director Michael L. Eskew | For | For | Management | ||||
| 1.5 | Elect Director David N. Farr | For | For | Management | ||||
| 1.6 | Elect Director Alex Gorsky | For | For | Management | ||||
| 1.7 | Elect Director Shirley Ann Jackson | For | For | Management | ||||
| 1.8 | Elect Director Andrew N. Liveris | For | For | Management | ||||
| 1.9 | Elect Director W. James McNerney, Jr. | For | For | Management | ||||
| 1.10 | Elect Director James W. Owens | For | For | Management | ||||
| 1.11 | Elect Director Virginia M. Rometty | For | For | Management | ||||
| 1.12 | Elect Director Joan E. Spero | For | For | Management | ||||
| 1.13 | Elect Director Sidney Taurel | For | For | Management | ||||
| 1.14 | Elect Director Peter R. Voser | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Report on Lobbying Payments and Policy | Against | For | Shareholder | ||||
| 5 | Provide Right to Act by Written Consent | Against | For | Shareholder | ||||
| 6 | Pro-rata Vesting of Equity Awards | Against | For | Shareholder | ||||
| 7 | Establish Public Policy Board Committee | Against | Against | Shareholder |
JOHNSON & JOHNSON
| Ticker: | JNJ | Security ID: | 478160104 | |||
| Meeting Date: | APR 23, 2015 | Meeting Type: | Annual | |||
| Record Date: | FEB 24, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Mary Sue Coleman | For | For | Management | ||||
| 1b | Elect Director D. Scott Davis | For | For | Management | ||||
| 1c | Elect Director Ian E. L. Davis | For | For | Management | ||||
| 1d | Elect Director Alex Gorsky | For | For | Management | ||||
| 1e | Elect Director Susan L. Lindquist | For | For | Management | ||||
| 1f | Elect Director Mark B. McClellan | For | For | Management | ||||
| 1g | Elect Director Anne M. Mulcahy | For | For | Management | ||||
| 1h | Elect Director William D. Perez | For | For | Management | ||||
| 1i | Elect Director Charles Prince | For | For | Management | ||||
| 1j | Elect Director A. Eugene Washington | For | For | Management | ||||
| 1k | Elect Director Ronald A. Williams | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 4 | Policy Regarding Overextended Directors | Against | Against | Shareholder | ||||
| 5 | Report on Consistency Between Corporate Values and Political Contributions | Against | Against | Shareholder | ||||
| 6 | Require Independent Board Chairman | Against | For | Shareholder |
JPMORGAN CHASE & CO.
| Ticker: | JPM | Security ID: | 46625H100 | |||
| Meeting Date: | MAY 19, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 20, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Linda B. Bammann | For | For | Management | ||||
| 1b | Elect Director James A. Bell | For | For | Management | ||||
| 1c | Elect Director Crandall C. Bowles | For | For | Management | ||||
| 1d | Elect Director Stephen B. Burke | For | For | Management | ||||
| 1e | Elect Director James S. Crown | For | For | Management | ||||
| 1f | Elect Director James Dimon | For | For | Management | ||||
| 1g | Elect Director Timothy P. Flynn | For | For | Management | ||||
| 1h | Elect Director Laban P. Jackson, Jr. | For | For | Management | ||||
| 1i | Elect Director Michael A. Neal | For | For | Management | ||||
| 1j | Elect Director Lee R. Raymond | For | For | Management | ||||
| 1k | Elect Director William C. Weldon | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | Against | Management | ||||
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 4 | Amend Omnibus Stock Plan | For | For | Management | ||||
| 5 | Require Independent Board Chairman | Against | For | Shareholder | ||||
| 6 | Report on Lobbying Payments and Policy | Against | Against | Shareholder | ||||
| 7 | Amend Bylaws — Call Special Meetings | Against | For | Shareholder | ||||
| 8 | Provide Vote Counting to Exclude Abstentions | Against | Against | Shareholder | ||||
| 9 | Report on Certain Vesting Program | Against | For | Shareholder | ||||
| 10 | Disclosure of Recoupment Activity from Senior Officers | Against | For | Shareholder |
MCDONALD’S CORPORATION
| Ticker: | MCD | Security ID: | 580135101 | |||
| Meeting Date: | MAY 21, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 23, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Susan E. Arnold | For | For | Management | ||||
| 1b | Elect Director Stephen J. Easterbrook | For | For | Management | ||||
| 1c | Elect Director Robert A. Eckert | For | For | Management | ||||
| 1d | Elect Director Margaret (Margo) H. Georgiadis | For | For | Management | ||||
| 1e | Elect Director Enrique Hernandez, Jr. | For | For | Management | ||||
| 1f | Elect Director Jeanne P. Jackson | For | For | Management | ||||
| 1g | Elect Director Richard H. Lenny | For | For | Management | ||||
| 1h | Elect Director Walter E. Massey | For | For | Management | ||||
| 1i | Elect Director Andrew J. McKenna | For | For | Management | ||||
| 1j | Elect Director Sheila A. Penrose | For | For | Management | ||||
| 1k | Elect Director John W. Rogers, Jr. | For | For | Management | ||||
| 1l | Elect Director Roger W. Stone | For | For | Management | ||||
| 1m | Elect Director Miles D. White | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Ratify Ernst & Young LLP as Auditors | For | For | Management | ||||
| 4 | Pro-rata Vesting of Equity Awards | Against | For | Shareholder | ||||
| 5 | Provide Right to Act by Written Consent | Against | For | Shareholder | ||||
| 6 | Proxy Access | Against | For | Shareholder | ||||
| 7 | Report on Consistency Between Corporate Values and Political Contributions | Against | Against | Shareholder | ||||
| 8 | Educate Public About GMO Benefits | Against | Against | Shareholder | ||||
| 9 | Report on Practices to Mitigate Palm Oil Sourcing Impacts | Against | Against | Shareholder |
MERCK & CO., INC.
| Ticker: | MRK | Security ID: | 58933Y105 | |||
| Meeting Date: | MAY 26, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 31, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Leslie A. Brun | For | For | Management | ||||
| 1b | Elect Director Thomas R. Cech | For | For | Management | ||||
| 1c | Elect Director Kenneth C. Frazier | For | For | Management | ||||
| 1d | Elect Director Thomas H. Glocer | For | For | Management | ||||
| 1e | Elect Director William B. Harrison, Jr. | For | For | Management | ||||
| 1f | Elect Director C. Robert Kidder | For | For | Management | ||||
| 1g | Elect Director Rochelle B. Lazarus | For | For | Management | ||||
| 1h | Elect Director Carlos E. Represas | For | For | Management | ||||
| 1i | Elect Director Patricia F. Russo | For | For | Management | ||||
| 1j | Elect Director Craig B. Thompson | For | For | Management | ||||
| 1k | Elect Director Wendell P. Weeks | For | For | Management | ||||
| 1l | Elect Director Peter C. Wendell | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 4 | Amend Omnibus Stock Plan | For | For | Management | ||||
| 5 | Amend Executive Incentive Bonus Plan | For | For | Management | ||||
| 6 | Provide Right to Act by Written Consent | Against | For | Shareholder | ||||
| 7 | Pro-rata Vesting of Equity Awards | Against | For | Shareholder |
PFIZER INC.
| Ticker: | PFE | Security ID: | 717081103 | |||
| Meeting Date: | APR 23, 2015 | Meeting Type: | Annual | |||
| Record Date: | FEB 25, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Dennis A. Ausiello | For | For | Management | ||||
| 1.2 | Elect Director W. Don Cornwell | For | For | Management | ||||
| 1.3 | Elect Director Frances D. Fergusson | For | For | Management | ||||
| 1.4 | Elect Director Helen H. Hobbs | For | For | Management | ||||
| 1.5 | Elect Director James M. Kilts | For | For | Management | ||||
| 1.6 | Elect Director Shantanu Narayen | For | For | Management | ||||
| 1.7 | Elect Director Suzanne Nora Johnson | For | For | Management | ||||
| 1.8 | Elect Director Ian C. Read | For | For | Management | ||||
| 1.9 | Elect Director Stephen W. Sanger | For | For | Management | ||||
| 1.10 | Elect Director James C. Smith | For | For | Management | ||||
| 1.11 | Elect Director Marc Tessier-Lavigne | For | For | Management | ||||
| 2 | Ratify KPMG LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Review and Assess Membership of Lobbying Organizations | Against | Against | Shareholder |
SUNEDISON, INC.
| Ticker: | SUNE | Security ID: | 86732Y109 | |||
| Meeting Date: | MAY 28, 2015 | Meeting Type: | Annual | |||
| Record Date: | APR 02, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Antonio R. Alvarez | For | For | Management | ||||
| 1b | Elect Director Peter Blackmore | For | For | Management | ||||
| 1c | Elect Director Ahmad R. Chatila | For | For | Management | ||||
| 1d | Elect Director Clayton C. Daley, Jr. | For | For | Management | ||||
| 1e | Elect Director Emmanuel T. Hernandez | For | For | Management | ||||
| 1f | Elect Director Georganne C. Proctor | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | Against | Management | ||||
| 3 | Ratify KPMG LLP as Auditors | For | For | Management | ||||
| 4 | Approve Omnibus Stock Plan | For | For | Management | ||||
| 5 | Approve Non-Employee Director Omnibus Stock Plan | For | For | Management | ||||
| 6 | Approve Qualified Employee Stock Purchase Plan | For | For | Management | ||||
| 7 | Provide Right to Act by Written Consent | Against | For | Shareholder |
THE BOEING COMPANY
| Ticker: | BA | Security ID: | 097023105 | |||
| Meeting Date: | APR 27, 2015 | Meeting Type: | Annual | |||
| Record Date: | FEB 26, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director David L. Calhoun | For | For | Management | ||||
| 1b | Elect Director Arthur D. Collins, Jr. | For | For | Management | ||||
| 1c | Elect Director Kenneth M. Duberstein | For | For | Management | ||||
| 1d | Elect Director Edmund P. Giambastiani, Jr. | For | For | Management | ||||
| 1e | Elect Director Lawrence W. Kellner | For | For | Management | ||||
| 1f | Elect Director Edward M. Liddy | For | For | Management | ||||
| 1g | Elect Director W. James McNerney, Jr. | For | For | Management | ||||
| 1h | Elect Director Susan C. Schwab | For | For | Management | ||||
| 1i | Elect Director Ronald A. Williams | For | For | Management | ||||
| 1j | Elect Director Mike S. Zafirovski | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Ratify Deloitte & Touche LLP as Auditors | For | For | Management | ||||
| 4 | Claw-back of Payments under Restatements | Against | For | Shareholder | ||||
| 5 | Require Independent Board Chairman | Against | Against | Shareholder | ||||
| 6 | Provide Right to Act by Written Consent | Against | For | Shareholder | ||||
| 7 | Report on Lobbying Payments and Policy | Against | For | Shareholder |
THE COCA-COLA COMPANY
| Ticker: | KO | Security ID: | 191216100 | |||
| Meeting Date: | APR 29, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 02, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Herbert A. Allen | For | For | Management | ||||
| 1.2 | Elect Director Ronald W. Allen | For | For | Management | ||||
| 1.3 | Elect Director Marc Bolland | For | For | Management | ||||
| 1.4 | Elect Director Ana Botin | For | For | Management | ||||
| 1.5 | Elect Director Howard G. Buffet | For | For | Management | ||||
| 1.6 | Elect Director Richard M. Daley | For | For | Management | ||||
| 1.7 | Elect Director Barry Diller | For | For | Management | ||||
| 1.8 | Elect Director Helene D. Gayle | For | For | Management | ||||
| 1.9 | Elect Director Evan G. Greenberg | For | For | Management | ||||
| 1.10 | Elect Director Alexis M. Herman | For | For | Management | ||||
| 1.11 | Elect Director Muhtar Kent | For | For | Management | ||||
| 1.12 | Elect Director Robert A. Kotick | For | For | Management | ||||
| 1.13 | Elect Director Maria Elena Lagomasino | For | For | Management | ||||
| 1.14 | Elect Director Sam Nunn | For | For | Management | ||||
| 1.15 | Elect Director David B. Weinberg | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | Against | Management | ||||
| 3 | Ratify Ernst & Young LLP as Auditors | For | For | Management | ||||
| 4 | Proxy Access | Against | For | Shareholder | ||||
| 5 | Seek Shareholder Approval to Release of Unvested Restricted Stock Awards and Unvested PSU Awards to Senior Executives | Against | Against | Shareholder |
THE GOLDMAN SACHS GROUP, INC.
| Ticker: | GS | Security ID: | 38141G104 | |||
| Meeting Date: | MAY 21, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 23, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Lloyd C. Blankfein | For | For | Management | ||||
| 1b | Elect Director M. Michele Burns | For | For | Management | ||||
| 1c | Elect Director Gary D. Cohn | For | For | Management | ||||
| 1d | Elect Director Mark Flaherty | For | For | Management | ||||
| 1e | Elect Director William W. George | For | For | Management | ||||
| 1f | Elect Director James A. Johnson | For | For | Management | ||||
| 1g | Elect Director Lakshmi N. Mittal | For | For | Management | ||||
| 1h | Elect Director Adebayo O. Ogunlesi | For | For | Management | ||||
| 1i | Elect Director Peter Oppenheimer | For | For | Management | ||||
| 1j | Elect Director Debora L. Spar | For | For | Management | ||||
| 1k | Elect Director Mark E. Tucker | For | For | Management | ||||
| 1l | Elect Director David A. Viniar | For | For | Management | ||||
| 1m | Elect Director Mark O. Winkelman | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Approve Omnibus Stock Plan | For | Against | Management | ||||
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 5 | Provide Vote Counting to Exclude Abstentions | Against | Against | Shareholder | ||||
| 6 | Report on Certain Vesting Program | Against | For | Shareholder | ||||
| 7 | Provide Right to Act by Written Consent | Against | For | Shareholder |
THE HOME DEPOT, INC.
| Ticker: | HD | Security ID: | 437076102 | |||
| Meeting Date: | MAY 21, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 23, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Ari Bousbib | For | For | Management | ||||
| 1b | Elect Director Gregory D. Brenneman | For | For | Management | ||||
| 1c | Elect Director J. Frank Brown | For | For | Management | ||||
| 1d | Elect Director Albert P. Carey | For | For | Management | ||||
| 1e | Elect Director Armando Codina | For | For | Management | ||||
| 1f | Elect Director Helena B. Foulkes | For | For | Management | ||||
| 1g | Elect Director Wayne M. Hewett | For | For | Management | ||||
| 1h | Elect Director Karen L. Katen | For | For | Management | ||||
| 1i | Elect Director Craig A. Menear | For | For | Management | ||||
| 1j | Elect Director Mark Vadon | For | For | Management | ||||
| 2 | Ratify KPMG LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Require Independent Board Chairman | Against | Against | Shareholder | ||||
| 5 | Amend Bylaws — Call Special Meetings | Against | For | Shareholder |
THE TRAVELERS COMPANIES, INC.
| Ticker: | TRV | Security ID: | 89417E109 | |||
| Meeting Date: | MAY 20, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 23, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Alan L. Beller | For | For | Management | ||||
| 1b | Elect Director John H. Dasburg | For | For | Management | ||||
| 1c | Elect Director Janet M. Dolan | For | For | Management | ||||
| 1d | Elect Director Kenneth M. Duberstein | For | For | Management | ||||
| 1e | Elect Director Jay S. Fishman | For | For | Management | ||||
| 1f | Elect Director Patricia L. Higgins | For | For | Management | ||||
| 1g | Elect Director Thomas R. Hodgson | For | For | Management | ||||
| 1h | Elect Director William J. Kane | For | For | Management | ||||
| 1i | Elect Director Cleve L. Killingsworth Jr. | For | For | Management | ||||
| 1j | Elect Director Philip T. (Pete) Ruegger, III | For | For | Management | ||||
| 1k | Elect Director Donald J. Shepard | For | For | Management | ||||
| 1l | Elect Director Laurie J. Thomsen | For | For | Management | ||||
| 2 | Ratify KPMG LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Report on Political Contributions | Against | For | Shareholder |
THE WALT DISNEY COMPANY
| Ticker: | DIS | Security ID: | 254687106 | |||
| Meeting Date: | MAR 12, 2015 | Meeting Type: | Annual | |||
| Record Date: | JAN 12, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Susan E. Arnold | For | For | Management | ||||
| 1b | Elect Director John S. Chen | For | For | Management | ||||
| 1c | Elect Director Jack Dorsey | For | For | Management | ||||
| 1d | Elect Director Robert A. Iger | For | For | Management | ||||
| 1e | Elect Director Fred H. Langhammer | For | For | Management | ||||
| 1f | Elect Director Aylwin B. Lewis | For | For | Management | ||||
| 1g | Elect Director Monica C. Lozano | For | For | Management | ||||
| 1h | Elect Director Robert W. Matschullat | For | For | Management | ||||
| 1i | Elect Director Sheryl K. Sandberg | For | For | Management | ||||
| 1j | Elect Director Orin C. Smith | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Require Independent Board Chairman | Against | For | Shareholder | ||||
| 5 | Pro-rata Vesting of Equity Awards | Against | For | Shareholder |
UNITED TECHNOLOGIES CORPORATION
| Ticker: | UTX | Security ID: | 913017109 | |||
| Meeting Date: | APR 27, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 02, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director John V. Faraci | For | For | Management | ||||
| 1b | Elect Director Jean-Pierre Garnier | For | For | Management | ||||
| 1c | Elect Director Gregory J. Hayes | For | For | Management | ||||
| 1d | Elect Director Edward A. Kangas | For | For | Management | ||||
| 1e | Elect Director Ellen J. Kullman | For | For | Management | ||||
| 1f | Elect Director Marshall O. Larsen | For | For | Management | ||||
| 1g | Elect Director Harold McGraw, III | For | For | Management | ||||
| 1h | Elect Director Richard B. Myers | For | For | Management | ||||
| 1i | Elect Director H. Patrick Swygert | For | For | Management | ||||
| 1j | Elect Director Andre Villeneuve | For | For | Management | ||||
| 1k | Elect Director Christine Todd Whitman | For | For | Management | ||||
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management |
UNITEDHEALTH GROUP INCORPORATED
| Ticker: | UNH | Security ID: | 91324P102 | |||
| Meeting Date: | JUN 01, 2015 | Meeting Type: | Annual | |||
| Record Date: | APR 02, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director William C. Ballard, Jr. | For | For | Management | ||||
| 1b | Elect Director Edson Bueno | For | For | Management | ||||
| 1c | Elect Director Richard T. Burke | For | For | Management | ||||
| 1d | Elect Director Robert J. Darretta | For | For | Management | ||||
| 1e | Elect Director Stephen J. Hemsley | For | For | Management | ||||
| 1f | Elect Director Michele J. Hooper | For | For | Management | ||||
| 1g | Elect Director Rodger A. Lawson | For | For | Management | ||||
| 1h | Elect Director Glenn M. Renwick | For | For | Management | ||||
| 1i | Elect Director Kenneth I. Shine | For | For | Management | ||||
| 1j | Elect Director Gail R. Wilensky | For | For | Management | ||||
| 2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 3 | Amend Omnibus Stock Plan | For | For | Management | ||||
| 4 | Change State of Incorporation from Minnesota to Delaware | For | For | Management | ||||
| 5 | Ratify Deloitte & Touche LLP as Auditors | For | For | Management | ||||
| 6 | Require Independent Board Chairman | Against | Against | Shareholder |
VERIZON COMMUNICATIONS INC.
| Ticker: | VZ | Security ID: | 92343V104 | |||
| Meeting Date: | MAY 07, 2015 | Meeting Type: | Annual | |||
| Record Date: | MAR 09, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Shellye L. Archambeau | For | For | Management | ||||
| 1.2 | Elect Director Mark T. Bertolini | For | For | Management | ||||
| 1.3 | Elect Director Richard L. Carrion | For | For | Management | ||||
| 1.4 | Elect Director Melanie L. Healey | For | For | Management | ||||
| 1.5 | Elect Director M. Frances Keeth | For | For | Management | ||||
| 1.6 | Elect Director Lowell C. McAdam | For | For | Management | ||||
| 1.7 | Elect Director Donald T. Nicolaisen | For | For | Management | ||||
| 1.8 | Elect Director Clarence Otis, Jr. | For | For | Management | ||||
| 1.9 | Elect Director Rodney E. Slater | For | For | Management | ||||
| 1.10 | Elect Director Kathryn A. Tesija | For | For | Management | ||||
| 1.11 | Elect Director Gregory D. Wasson | For | For | Management | ||||
| 2 | Ratify Ernst & Young LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Report on Net Neutrality | Against | For | Shareholder | ||||
| 5 | Report on Indirect Political Contributions | Against | For | Shareholder | ||||
| 6 | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Against | For | Shareholder | ||||
| 7 | Stock Retention/Holding Period | Against | For | Shareholder | ||||
| 8 | Provide Right to Act by Written Consent | Against | For | Shareholder |
VERTEX PHARMACEUTICALS INCORPORATED
| Ticker: | VRTX | Security ID: | 92532F100 | |||
| Meeting Date: | JUN 04, 2015 | Meeting Type: | Annual | |||
| Record Date: | APR 10, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1.1 | Elect Director Jeffrey M. Leiden | For | For | Management | ||||
| 1.2 | Elect Director Bruce I. Sachs | For | For | Management | ||||
| 1.3 | Elect Director Sangeeta N. Bhatia | For | For | Management | ||||
| 2 | Increase Authorized Common Stock | For | For | Management | ||||
| 3 | Amend Omnibus Stock Plan | For | For | Management | ||||
| 4 | Ratify Ernst & Young LLP as Auditors | For | For | Management | ||||
| 5 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | Against | Management | ||||
| 6 | Adopt Proxy Access Right | Against | For | Shareholder | ||||
| 7 | Report on Specialty Drug Pricing Risks | Against | Against | Shareholder |
WAL-MART STORES, INC.
| Ticker: | WMT | Security ID: | 931142103 | |||
| Meeting Date: | JUN 05, 2015 | Meeting Type: | Annual | |||
| Record Date: | APR 10, 2015 |
# | Proposal | Mgt Rec | Vote Cast | Sponsor | ||||
| 1a | Elect Director Aida M. Alvarez | For | For | Management | ||||
| 1b | Elect Director James I. Cash, Jr. | For | For | Management | ||||
| 1c | Elect Director Roger C. Corbett | For | For | Management | ||||
| 1d | Elect Director Pamela J. Craig | For | For | Management | ||||
| 1e | Elect Director Michael T. Duke | For | For | Management | ||||
| 1f | Elect Director Timothy P. Flynn | For | For | Management | ||||
| 1g | Elect Director Thomas W. Horton | For | For | Management | ||||
| 1h | Elect Director Marissa A. Mayer | For | For | Management | ||||
| 1i | Elect Director C. Douglas McMillon | For | For | Management | ||||
| 1j | Elect Director Gregory B. Penner | For | For | Management | ||||
| 1k | Elect Director Steven S. Reinemund | For | For | Management | ||||
| 1l | Elect Director Kevin Y. Systrom | For | For | Management | ||||
| 1m | Elect Director Jim C. Walton | For | For | Management | ||||
| 1n | Elect Director S. Robson Walton | For | For | Management | ||||
| 1o | Elect Director Linda S. Wolf | For | For | Management | ||||
| 2 | Ratify Ernst & Young LLP as Auditors | For | For | Management | ||||
| 3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | For | For | Management | ||||
| 4 | Amend Omnibus Stock Plan | For | For | Management | ||||
| 5 | Disclosure of Recoupment Activity from Senior Officers | Against | For | Shareholder | ||||
| 6 | Provide Proxy Access Right | Against | For | Shareholder | ||||
| 7 | Adopt Quantitative GHG Goals for Maritime Shipping | Against | Against | Shareholder | ||||
| 8 | Report on Incentive Compensation Plans | Against | For | Shareholder | ||||
| 9 | Require Independent Board Chairman | Against | For | Shareholder |
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.
Nuveen Dow 30 SM Dynamic Overwrite Fund
| By | /s/ Gifford R. Zimmerman | |
| Gifford R. Zimmerman – Chief Administrative Officer | ||
| Date | ||
August 13, 2015