FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number811-22970
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)
Cedric H. Antosiewicz – 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 30,2019
Item 1. Proxy Voting Record
FORM N-PX
ICA File Number: 811-22970
Registrant Name: Nuveen Dow 30(SM) Dynamic Overwrite Fund
Reporting Period: 07/01/2018 - 06/30/2019
Nuveen Dow 30(SM) Dynamic Overwrite Fund
| |
|---|
3M COMPANY
Meeting Date: MAY 14, 2019
Record Date: MAR 19, 2019
Meeting Type: ANNUAL | Ticker: MMM
Security ID: 88579Y101
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Thomas "Tony" K. Brown | Management | For | For |
| 1b | Elect Director Pamela J. Craig | Management | For | For |
| 1c | Elect Director David B. Dillon | Management | For | For |
| 1d | Elect Director Michael L. Eskew | Management | For | For |
| 1e | Elect Director Herbert L. Henkel | Management | For | For |
| 1f | Elect Director Amy E. Hood | Management | For | For |
| 1g | Elect Director Muhtar Kent | Management | For | For |
| 1h | Elect Director Edward M. Liddy | Management | For | For |
| 1i | Elect Director Dambisa F. Moyo | Management | For | For |
| 1j | Elect Director Gregory R. Page | Management | For | For |
| 1k | Elect Director Michael F. Roman | Management | For | For |
| 1l | Elect Director Patricia A. Woertz | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Consider Pay Disparity Between Executives and Other Employees | Shareholder | Against | Against |
| |
|---|
AMERICAN EXPRESS COMPANY
Meeting Date: MAY 07, 2019
Record Date: MAR 11, 2019
Meeting Type: ANNUAL | Ticker: AXP
Security ID: 025816109
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Charlene Barshefsky | Management | For | For |
| 1b | Elect Director John J. Brennan | Management | For | For |
| 1c | Elect Director Peter Chernin | Management | For | For |
| 1d | Elect Director Ralph de la Vega | Management | For | For |
| 1e | Elect Director Anne Lauvergeon | Management | For | For |
| 1f | Elect Director Michael O. Leavitt | Management | For | For |
| 1g | Elect Director Theodore J. Leonsis | Management | For | For |
| 1h | Elect Director Stephen J. Squeri | Management | For | For |
| 1i | Elect Director Daniel L. Vasella | Management | For | For |
| 1j | Elect Director Ronald A. Williams | Management | For | For |
| 1k | Elect Director Christopher D. Young | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 5 | Adjust Executive Compensation Metrics for Share Buybacks | Shareholder | Against | Against |
| 6 | Report on Gender Pay Gap | Shareholder | Against | For |
| |
|---|
APPLE, INC.
Meeting Date: MAR 01, 2019
Record Date: JAN 02, 2019
Meeting Type: ANNUAL | Ticker: AAPL
Security ID: 037833100
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director James Bell | Management | For | For |
| 1b | Elect Director Tim Cook | Management | For | For |
| 1c | Elect Director Al Gore | Management | For | For |
| 1d | Elect Director Bob Iger | Management | For | For |
| 1e | Elect Director Andrea Jung | Management | For | For |
| 1f | Elect Director Art Levinson | Management | For | For |
| 1g | Elect Director Ron Sugar | Management | For | For |
| 1h | Elect Director Sue Wagner | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Proxy Access Amendments | Shareholder | Against | For |
| 5 | Disclose Board Diversity and Qualifications | Shareholder | Against | Against |
| |
|---|
CATERPILLAR INC.
Meeting Date: JUN 12, 2019
Record Date: APR 15, 2019
Meeting Type: ANNUAL | Ticker: CAT
Security ID: 149123101
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Kelly A. Ayotte | Management | For | For |
| 1.2 | Elect Director David L. Calhoun | Management | For | For |
| 1.3 | Elect Director Daniel M. Dickinson | Management | For | For |
| 1.4 | Elect Director Juan Gallardo | Management | For | For |
| 1.5 | Elect Director Dennis A. Muilenburg | Management | For | For |
| 1.6 | Elect Director William A. Osborn | Management | For | For |
| 1.7 | Elect Director Debra L. Reed-Klages | Management | For | For |
| 1.8 | Elect Director Edward B. Rust, Jr. | Management | For | For |
| 1.9 | Elect Director Susan C. Schwab | Management | For | For |
| 1.10 | Elect Director D. James Umpleby, III | Management | For | For |
| 1.11 | Elect Director Miles D. White | Management | For | For |
| 1.12 | Elect Director Rayford Wilkins, Jr. | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Proxy Access Right | Shareholder | Against | For |
| 5 | Report on Risks of Doing Business in Conflict-Affected Areas | Shareholder | Against | Against |
| |
|---|
CHEVRON CORPORATION
Meeting Date: MAY 29, 2019
Record Date: APR 01, 2019
Meeting Type: ANNUAL | Ticker: CVX
Security ID: 166764100
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Wanda M. Austin | Management | For | For |
| 1b | Elect Director John B. Frank | Management | For | For |
| 1c | Elect Director Alice P. Gast | Management | For | For |
| 1d | Elect Director Enrique Hernandez, Jr. | Management | For | For |
| 1e | Elect Director Charles W. Moorman, IV | Management | For | For |
| 1f | Elect Director Dambisa F. Moyo | Management | For | For |
| 1g | Elect Director Debra Reed-Klages | Management | For | For |
| 1h | Elect Director Ronald D. Sugar | Management | For | For |
| 1i | Elect Director Inge G. Thulin | Management | For | For |
| 1j | Elect Director D. James Umpleby, III | Management | For | For |
| 1k | Elect Director Michael K. Wirth | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Report on Human Right to Water | Shareholder | Against | For |
| 5 | Report on Plans to Reduce Carbon Footprint Aligned with Paris Agreement Goals | Shareholder | Against | For |
| 6 | Establish Environmental Issue Board Committee | Shareholder | Against | Against |
| 7 | Require Independent Board Chairman | Shareholder | Against | Against |
| 8 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder | Against | For |
| |
|---|
CISCO SYSTEMS, INC.
Meeting Date: DEC 12, 2018
Record Date: OCT 15, 2018
Meeting Type: ANNUAL | Ticker: CSCO
Security ID: 17275R102
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director M. Michele Burns | Management | For | For |
| 1b | Elect Director Michael D. Capellas | Management | For | For |
| 1c | Elect Director Mark Garrett | Management | For | For |
| 1d | Elect Director Kristina M. Johnson | Management | For | For |
| 1e | Elect Director Roderick C. McGeary | Management | For | For |
| 1f | Elect Director Charles H. Robbins | Management | For | For |
| 1g | Elect Director Arun Sarin | Management | For | For |
| 1h | Elect Director Brenton L. Saunders | Management | For | For |
| 1i | Elect Director Steven M. West | Management | For | For |
| 2 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 5 | Require Independent Board Chairman | Shareholder | Against | Against |
| 6 | Adjust Executive Compensation Metrics for Share Buybacks | Shareholder | Against | Against |
| |
|---|
EXXON MOBIL CORPORATION
Meeting Date: MAY 29, 2019
Record Date: APR 03, 2019
Meeting Type: ANNUAL | Ticker: XOM
Security ID: 30231G102
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Susan K. Avery | Management | For | For |
| 1.2 | Elect Director Angela F. Braly | Management | For | For |
| 1.3 | Elect Director Ursula M. Burns | Management | For | Against |
| 1.4 | Elect Director Kenneth C. Frazier | Management | For | For |
| 1.5 | Elect Director Steven A. Kandarian | Management | For | For |
| 1.6 | Elect Director Douglas R. Oberhelman | Management | For | For |
| 1.7 | Elect Director Samuel J. Palmisano | Management | For | For |
| 1.8 | Elect Director Steven S Reinemund | Management | For | For |
| 1.9 | Elect Director William C. Weldon | Management | For | For |
| 1.10 | Elect Director Darren W. Woods | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Require Independent Board Chairman | Shareholder | Against | For |
| 5 | Amend Bylaws - Call Special Meetings | Shareholder | Against | For |
| 6 | Disclose a Board Diversity and Qualifications Matrix | Shareholder | Against | For |
| 7 | Establish Environmental/Social Issue Board Committee | Shareholder | Against | Against |
| 8 | Report on Risks of Petrochemical Operations in Flood Prone Areas | Shareholder | Against | Against |
| 9 | Report on Political Contributions | Shareholder | Against | For |
| 10 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| |
|---|
INTEL CORPORATION
Meeting Date: MAY 16, 2019
Record Date: MAR 18, 2019
Meeting Type: ANNUAL | Ticker: INTC
Security ID: 458140100
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Aneel Bhusri | Management | For | For |
| 1b | Elect Director Andy D. Bryant | Management | For | For |
| 1c | Elect Director Reed E. Hundt | Management | For | For |
| 1d | Elect Director Omar Ishrak | Management | For | For |
| 1e | Elect Director Risa Lavizzo-Mourey | Management | For | For |
| 1f | Elect Director Tsu-Jae King Liu | Management | For | For |
| 1g | Elect Director Gregory D. Smith | Management | For | For |
| 1h | Elect Director Robert 'Bob' H. Swan | Management | For | For |
| 1i | Elect Director Andrew Wilson | Management | For | For |
| 1j | Elect Director Frank D. Yeary | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 6 | Report on Gender Pay Gap | Shareholder | Against | For |
| 7 | Request for an Annual Advisory Vote on Political Contributions | Shareholder | Against | Against |
| |
|---|
INTERNATIONAL BUSINESS MACHINES CORPORATION
Meeting Date: APR 30, 2019
Record Date: MAR 01, 2019
Meeting Type: ANNUAL | Ticker: IBM
Security ID: 459200101
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Michael L. Eskew | Management | For | For |
| 1.2 | Elect Director David N. Farr | Management | For | For |
| 1.3 | Elect Director Alex Gorsky | Management | For | For |
| 1.4 | Elect Director Michelle J. Howard | Management | For | For |
| 1.5 | Elect Director Shirley Ann Jackson | Management | For | For |
| 1.6 | Elect Director Andrew N. Liveris | Management | For | For |
| 1.7 | Elect Director Martha E. Pollack | Management | For | For |
| 1.8 | Elect Director Virginia M. Rometty | Management | For | For |
| 1.9 | Elect Director Joseph R. Swedish | Management | For | For |
| 1.10 | Elect Director Sidney Taurel | Management | For | For |
| 1.11 | Elect Director Peter R. Voser | Management | For | For |
| 1.12 | Elect Director Frederick H. Waddell | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Executive Incentive Bonus Plan | Management | For | For |
| 5 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 6 | Require Independent Board Chairman | Shareholder | Against | For |
| |
|---|
JOHNSON & JOHNSON
Meeting Date: APR 25, 2019
Record Date: FEB 26, 2019
Meeting Type: ANNUAL | Ticker: JNJ
Security ID: 478160104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Mary C. Beckerle | Management | For | For |
| 1b | Elect Director D. Scott Davis | Management | For | For |
| 1c | Elect Director Ian E. L. Davis | Management | For | For |
| 1d | Elect Director Jennifer A. Doudna | Management | For | For |
| 1e | Elect Director Alex Gorsky | Management | For | For |
| 1f | Elect Director Marillyn A. Hewson | Management | For | For |
| 1g | Elect Director Mark B. McClellan | Management | For | For |
| 1h | Elect Director Anne M. Mulcahy | Management | For | For |
| 1i | Elect Director William D. Perez | Management | For | For |
| 1j | Elect Director Charles Prince | Management | For | For |
| 1k | Elect Director A. Eugene Washington | Management | For | For |
| 1l | Elect Director Ronald A. Williams | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 4 | Clawback Disclosure of Recoupment Activity from Senior Officers | Shareholder | Against | For |
| 5 | Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation | Shareholder | Against | For |
| |
|---|
JPMORGAN CHASE & CO.
Meeting Date: MAY 21, 2019
Record Date: MAR 22, 2019
Meeting Type: ANNUAL | Ticker: JPM
Security ID: 46625H100
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Linda B. Bammann | Management | For | For |
| 1b | Elect Director James A. Bell | Management | For | For |
| 1c | Elect Director Stephen B. Burke | Management | For | For |
| 1d | Elect Director Todd A. Combs | Management | For | For |
| 1e | Elect Director James S. Crown | Management | For | For |
| 1f | Elect Director James Dimon | Management | For | For |
| 1g | Elect Director Timothy P. Flynn | Management | For | For |
| 1h | Elect Director Mellody Hobson | Management | For | For |
| 1i | Elect Director Laban P. Jackson, Jr. | Management | For | For |
| 1j | Elect Director Michael A. Neal | Management | For | For |
| 1k | Elect Director Lee R. Raymond | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 4 | Report on Gender Pay Gap | Shareholder | Against | For |
| 5 | Amend Proxy Access Right | Shareholder | Against | For |
| 6 | Provide for Cumulative Voting | Shareholder | Against | Against |
| |
|---|
MCDONALD'S CORPORATION
Meeting Date: MAY 23, 2019
Record Date: MAR 25, 2019
Meeting Type: ANNUAL | Ticker: MCD
Security ID: 580135101
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Lloyd Dean | Management | For | For |
| 1b | Elect Director Stephen Easterbrook | Management | For | For |
| 1c | Elect Director Robert Eckert | Management | For | For |
| 1d | Elect Director Margaret Georgiadis | Management | For | For |
| 1e | Elect Director Enrique Hernandez, Jr. | Management | For | For |
| 1f | Elect Director Richard Lenny | Management | For | For |
| 1g | Elect Director John Mulligan | Management | For | For |
| 1h | Elect Director Sheila Penrose | Management | For | For |
| 1i | Elect Director John Rogers, Jr. | Management | For | For |
| 1j | Elect Director Paul Walsh | Management | For | For |
| 1k | Elect Director Miles White | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Ernst & Young LLP as Auditor | Management | For | For |
| 4 | Change Range for Size of the Board | Management | For | For |
| 5 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| |
|---|
MERCK & CO., INC.
Meeting Date: MAY 28, 2019
Record Date: MAR 29, 2019
Meeting Type: ANNUAL | Ticker: MRK
Security ID: 58933Y105
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Leslie A. Brun | Management | For | For |
| 1b | Elect Director Thomas R. Cech | Management | For | For |
| 1c | Elect Director Mary Ellen Coe | Management | For | For |
| 1d | Elect Director Pamela J. Craig | Management | For | For |
| 1e | Elect Director Kenneth C. Frazier | Management | For | For |
| 1f | Elect Director Thomas H. Glocer | Management | For | For |
| 1g | Elect Director Rochelle B. Lazarus | Management | For | For |
| 1h | Elect Director Paul B. Rothman | Management | For | For |
| 1i | Elect Director Patricia F. Russo | Management | For | For |
| 1j | Elect Director Inge G. Thulin | Management | For | For |
| 1k | Elect Director Wendell P. Weeks | Management | For | For |
| 1l | Elect Director Peter C. Wendell | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Approve Omnibus Stock Plan | Management | For | For |
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 5 | Require Independent Board Chairman | Shareholder | Against | Against |
| 6 | Adopt Policy Disclosing Rationale Behind Approval of Sale of Compensation Shares by a Senior Executive During a Buyback | Shareholder | Against | Against |
| 7 | Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation | Shareholder | Against | For |
| |
|---|
MICROSOFT CORP.
Meeting Date: NOV 28, 2018
Record Date: SEP 26, 2018
Meeting Type: ANNUAL | Ticker: MSFT
Security ID: 594918104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director William H. Gates, III | Management | For | For |
| 1.2 | Elect Director Reid G. Hoffman | Management | For | For |
| 1.3 | Elect Director Hugh F. Johnston | Management | For | For |
| 1.4 | Elect Director Teri L. List-Stoll | Management | For | For |
| 1.5 | Elect Director Satya Nadella | Management | For | For |
| 1.6 | Elect Director Charles H. Noski | Management | For | For |
| 1.7 | Elect Director Helmut Panke | Management | For | For |
| 1.8 | Elect Director Sandra E. Peterson | Management | For | For |
| 1.9 | Elect Director Penny S. Pritzker | Management | For | For |
| 1.10 | Elect Director Charles W. Scharf | Management | For | For |
| 1.11 | Elect Director Arne M. Sorenson | Management | For | For |
| 1.12 | Elect Director John W. Stanton | Management | For | For |
| 1.13 | Elect Director John W. Thompson | Management | For | For |
| 1.14 | Elect Director Padmasree Warrior | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| |
|---|
NIKE, INC.
Meeting Date: SEP 20, 2018
Record Date: JUL 20, 2018
Meeting Type: ANNUAL | Ticker: NKE
Security ID: 654106103
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Alan B. Graf, Jr. | Management | For | For |
| 1.2 | Elect Director John C. Lechleiter | Management | For | For |
| 1.3 | Elect Director Michelle A. Peluso | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Report on Political Contributions Disclosure | Shareholder | Against | For |
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| |
|---|
PFIZER INC.
Meeting Date: APR 25, 2019
Record Date: FEB 26, 2019
Meeting Type: ANNUAL | Ticker: PFE
Security ID: 717081103
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Ronald E. Blaylock | Management | For | For |
| 1.2 | Elect Director Albert Bourla | Management | For | For |
| 1.3 | Elect Director W. Don Cornwell | Management | For | For |
| 1.4 | Elect Director Joseph J. Echevarria | Management | For | For |
| 1.5 | Elect Director Helen H. Hobbs | Management | For | For |
| 1.6 | Elect Director James M. Kilts | Management | For | For |
| 1.7 | Elect Director Dan R. Littman | Management | For | For |
| 1.8 | Elect Director Shantanu Narayen | Management | For | For |
| 1.9 | Elect Director Suzanne Nora Johnson | Management | For | For |
| 1.10 | Elect Director Ian C. Read | Management | For | For |
| 1.11 | Elect Director James C. Smith | Management | For | For |
| 2 | Ratify KPMG LLP as Auditor | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Approve Omnibus Stock Plan | Management | For | For |
| 5 | Provide Right to Act by Written Consent | Shareholder | Against | Against |
| 6 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 7 | Require Independent Board Chairman | Shareholder | Against | Against |
| 8 | Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation | Shareholder | Against | For |
| |
|---|
PROCTER & GAMBLE CO.
Meeting Date: OCT 09, 2018
Record Date: AUG 10, 2018
Meeting Type: ANNUAL | Ticker: PG
Security ID: 742718109
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Francis S. Blake | Management | For | For |
| 1b | Elect Director Angela F. Braly | Management | For | For |
| 1c | Elect Director Amy L. Chang | Management | For | For |
| 1d | Elect Director Kenneth I. Chenault | Management | For | For |
| 1e | Elect Director Scott D. Cook | Management | For | For |
| 1f | Elect Director Joseph Jimenez | Management | For | For |
| 1g | Elect Director Terry J. Lundgren | Management | For | For |
| 1h | Elect Director W. James McNerney, Jr. | Management | For | For |
| 1i | Elect Director Nelson Peltz | Management | For | For |
| 1j | Elect Director David S. Taylor | Management | For | For |
| 1k | Elect Director Margaret C. Whitman | Management | For | For |
| 1l | Elect Director Patricia A. Woertz | Management | For | For |
| 1m | Elect Director Ernesto Zedillo | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| |
|---|
THE BOEING COMPANY
Meeting Date: APR 29, 2019
Record Date: FEB 28, 2019
Meeting Type: ANNUAL | Ticker: BA
Security ID: 097023105
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Robert A. Bradway | Management | For | For |
| 1b | Elect Director David L. Calhoun | Management | For | For |
| 1c | Elect Director Arthur D. Collins, Jr. | Management | For | For |
| 1d | Elect Director Edmund P. Giambastiani, Jr. | Management | For | For |
| 1e | Elect Director Lynn J. Good | Management | For | For |
| 1f | Elect Director Nikki R. Haley | Management | For | For |
| 1g | Elect Director Lawrence W. Kellner | Management | For | For |
| 1h | Elect Director Caroline B. Kennedy | Management | For | For |
| 1i | Elect Director Edward M. Liddy | Management | For | For |
| 1j | Elect Director Dennis A. Muilenburg | Management | For | For |
| 1k | Elect Director Susan C. Schwab | Management | For | For |
| 1l | Elect Director Ronald A. Williams | Management | For | For |
| 1m | Elect Director Mike S. Zafirovski | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 4 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 5 | Adjust Executive Compensation Metrics for Share Buybacks | Shareholder | Against | Against |
| 6 | Require Independent Board Chairman | Shareholder | Against | For |
| 7 | Amend Proxy Access Right | Shareholder | Against | For |
| 8 | Adopt Share Retention Policy For Senior Executives | Shareholder | Against | For |
| |
|---|
THE COCA-COLA COMPANY
Meeting Date: APR 24, 2019
Record Date: FEB 25, 2019
Meeting Type: ANNUAL | Ticker: KO
Security ID: 191216100
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Herbert A. Allen | Management | For | For |
| 1.2 | Elect Director Ronald W. Allen | Management | For | For |
| 1.3 | Elect Director Marc Bolland | Management | For | For |
| 1.4 | Elect Director Ana Botin | Management | For | For |
| 1.5 | Elect Director Christopher C. Davis | Management | For | For |
| 1.6 | Elect Director Barry Diller | Management | For | For |
| 1.7 | Elect Director Helene D. Gayle | Management | For | For |
| 1.8 | Elect Director Alexis M. Herman | Management | For | For |
| 1.9 | Elect Director Robert A. Kotick | Management | For | For |
| 1.10 | Elect Director Maria Elena Lagomasino | Management | For | For |
| 1.11 | Elect Director James Quincey | Management | For | For |
| 1.12 | Elect Director Caroline J. Tsay | Management | For | For |
| 1.13 | Elect Director David B. Weinberg | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Ernst & Young LLP as Auditor | Management | For | For |
| 4 | Require Independent Board Chairman | Shareholder | Against | Against |
| 5 | Report on the Health Impacts and Risks of Sugar in the Company's Products | Shareholder | Against | Against |
| |
|---|
THE GOLDMAN SACHS GROUP, INC.
Meeting Date: MAY 02, 2019
Record Date: MAR 04, 2019
Meeting Type: ANNUAL | Ticker: GS
Security ID: 38141G104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director M. Michele Burns | Management | For | For |
| 1b | Elect Director Drew G. Faust | Management | For | For |
| 1c | Elect Director Mark A. Flaherty | Management | For | For |
| 1d | Elect Director Ellen J. Kullman | Management | For | For |
| 1e | Elect Director Lakshmi N. Mittal | Management | For | For |
| 1f | Elect Director Adebayo O. Ogunlesi | Management | For | For |
| 1g | Elect Director Peter Oppenheimer | Management | For | For |
| 1h | Elect Director David M. Solomon | Management | For | For |
| 1i | Elect Director Jan E. Tighe | Management | For | For |
| 1j | Elect Director David A. Viniar | Management | For | For |
| 1k | Elect Director Mark O. Winkelman | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 4 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| |
|---|
THE HOME DEPOT, INC.
Meeting Date: MAY 23, 2019
Record Date: MAR 25, 2019
Meeting Type: ANNUAL | Ticker: HD
Security ID: 437076102
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Gerard J. Arpey | Management | For | For |
| 1b | Elect Director Ari Bousbib | Management | For | For |
| 1c | Elect Director Jeffery H. Boyd | Management | For | For |
| 1d | Elect Director Gregory D. Brenneman | Management | For | For |
| 1e | Elect Director J. Frank Brown | Management | For | For |
| 1f | Elect Director Albert P. Carey | Management | For | For |
| 1g | Elect Director Helena B. Foulkes | Management | For | For |
| 1h | Elect Director Linda R. Gooden | Management | For | For |
| 1i | Elect Director Wayne M. Hewett | Management | For | For |
| 1j | Elect Director Manuel Kadre | Management | For | For |
| 1k | Elect Director Stephanie C. Linnartz | Management | For | For |
| 1l | Elect Director Craig A. Menear | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Prepare Employment Diversity Report and Report on Diversity Policies | Shareholder | Against | For |
| 5 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder | Against | For |
| 6 | Report on Prison Labor in the Supply Chain | Shareholder | Against | For |
| |
|---|
THE TRAVELERS COMPANIES, INC.
Meeting Date: MAY 22, 2019
Record Date: MAR 26, 2019
Meeting Type: ANNUAL | Ticker: TRV
Security ID: 89417E109
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Alan L. Beller | Management | For | For |
| 1b | Elect Director Janet M. Dolan | Management | For | For |
| 1c | Elect Director Patricia L. Higgins | Management | For | For |
| 1d | Elect Director William J. Kane | Management | For | For |
| 1e | Elect Director Clarence Otis, Jr. | Management | For | For |
| 1f | Elect Director Philip T. "Pete" Ruegger, III | Management | For | For |
| 1g | Elect Director Todd C. Schermerhorn | Management | For | For |
| 1h | Elect Director Alan D. Schnitzer | Management | For | For |
| 1i | Elect Director Donald J. Shepard | Management | For | For |
| 1j | Elect Director Laurie J. Thomsen | Management | For | For |
| 2 | Ratify KPMG LLP as Auditor | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Prepare Employment Diversity Report, Including EEOC Data | Shareholder | Against | For |
| |
|---|
THE WALT DISNEY CO.
Meeting Date: MAR 07, 2019
Record Date: JAN 07, 2019
Meeting Type: ANNUAL | Ticker: DIS
Security ID: 254687106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Susan E. Arnold | Management | For | For |
| 1b | Elect Director Mary T. Barra | Management | For | For |
| 1c | Elect Director Safra A. Catz | Management | For | For |
| 1d | Elect Director Francis A. deSouza | Management | For | For |
| 1e | Elect Director Michael Froman | Management | For | For |
| 1f | Elect Director Robert A. Iger | Management | For | For |
| 1g | Elect Director Maria Elena Lagomasino | Management | For | For |
| 1h | Elect Director Mark G. Parker | Management | For | For |
| 1i | Elect Director Derica W. Rice | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 4 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 5 | Assess Feasibility of Cyber Security and Data Privacy as a Performance Measure for Senior Executive Compensation | Shareholder | Against | For |
| |
|---|
THE WALT DISNEY COMPANY
Meeting Date: JUL 27, 2018
Record Date: MAY 29, 2018
Meeting Type: SPECIAL | Ticker: DIS
Security ID: 254687106
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1 | Issue Shares in Connection with Acquisition | Management | For | For |
| 2 | Adjourn Meeting | Management | For | For |
| |
|---|
UNITED TECHNOLOGIES CORPORATION
Meeting Date: APR 29, 2019
Record Date: FEB 28, 2019
Meeting Type: ANNUAL | Ticker: UTX
Security ID: 913017109
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Lloyd J. Austin, III | Management | For | For |
| 1b | Elect Director Diane M. Bryant | Management | For | For |
| 1c | Elect Director John V. Faraci | Management | For | For |
| 1d | Elect Director Jean-Pierre Garnier | Management | For | For |
| 1e | Elect Director Gregory J. Hayes | Management | For | For |
| 1f | Elect Director Christopher J. Kearney | Management | For | For |
| 1g | Elect Director Ellen J. Kullman | Management | For | For |
| 1h | Elect Director Marshall O. Larsen | Management | For | For |
| 1i | Elect Director Harold W. McGraw, III | Management | For | For |
| 1j | Elect Director Margaret L. O'Sullivan | Management | For | For |
| 1k | Elect Director Denise L. Ramos | Management | For | For |
| 1l | Elect Director Fredric G. Reynolds | Management | For | For |
| 1m | Elect Director Brian C. Rogers | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditor | Management | For | For |
| 4 | Eliminate Supermajority Vote Requirement to Approve Certain Business Combinations | Management | For | For |
| 5 | Ratify The Reduced Ownership Threshold to Call a Special Meeting | Management | For | For |
| |
|---|
UNITEDHEALTH GROUP INCORPORATED
Meeting Date: JUN 03, 2019
Record Date: APR 09, 2019
Meeting Type: ANNUAL | Ticker: UNH
Security ID: 91324P102
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director William C. Ballard, Jr. | Management | For | For |
| 1b | Elect Director Richard T. Burke | Management | For | For |
| 1c | Elect Director Timothy P. Flynn | Management | For | For |
| 1d | Elect Director Stephen J. Hemsley | Management | For | For |
| 1e | Elect Director Michele J. Hooper | Management | For | For |
| 1f | Elect Director F. William McNabb, III | Management | For | For |
| 1g | Elect Director Valerie C. Montgomery Rice | Management | For | For |
| 1h | Elect Director John H. Noseworthy | Management | For | For |
| 1i | Elect Director Glenn M. Renwick | Management | For | For |
| 1j | Elect Director David S. Wichmann | Management | For | For |
| 1k | Elect Director Gail R. Wilensky | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 4 | Amend Proxy Access Right | Shareholder | Against | For |
| |
|---|
VERIZON COMMUNICATIONS INC.
Meeting Date: MAY 02, 2019
Record Date: MAR 04, 2019
Meeting Type: ANNUAL | Ticker: VZ
Security ID: 92343V104
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1.1 | Elect Director Shellye L. Archambeau | Management | For | For |
| 1.2 | Elect Director Mark T. Bertolini | Management | For | For |
| 1.3 | Elect Director Vittorio Colao | Management | For | For |
| 1.4 | Elect Director Melanie L. Healey | Management | For | For |
| 1.5 | Elect Director Clarence Otis, Jr. | Management | For | For |
| 1.6 | Elect Director Daniel H. Schulman | Management | For | For |
| 1.7 | Elect Director Rodney E. Slater | Management | For | For |
| 1.8 | Elect Director Kathryn A. Tesija | Management | For | For |
| 1.9 | Elect Director Hans E. Vestberg | Management | For | For |
| 1.10 | Elect Director Gregory G. Weaver | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Eliminate Above-Market Earnings in Executive Retirement Plans | Shareholder | Against | For |
| 5 | Require Independent Board Chairman | Shareholder | Against | Against |
| 6 | Report on Online Child Exploitation | Shareholder | Against | For |
| 7 | Assess Feasibility of Cyber Security and Data Privacy as a Performance Measure for Senior Executive Compensation | Shareholder | Against | Against |
| 8 | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Shareholder | Against | For |
| |
|---|
VISA, INC.
Meeting Date: JAN 29, 2019
Record Date: NOV 30, 2018
Meeting Type: ANNUAL | Ticker: V
Security ID: 92826C839
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Lloyd A. Carney | Management | For | For |
| 1b | Elect Director Mary B. Cranston | Management | For | For |
| 1c | Elect Director Francisco Javier Fernandez-Carbajal | Management | For | For |
| 1d | Elect Director Alfred F. Kelly, Jr. | Management | For | For |
| 1e | Elect Director John F. Lundgren | Management | For | For |
| 1f | Elect Director Robert W. Matschullat | Management | For | For |
| 1g | Elect Director Denise M. Morrison | Management | For | For |
| 1h | Elect Director Suzanne Nora Johnson | Management | For | For |
| 1i | Elect Director John A.C. Swainson | Management | For | For |
| 1j | Elect Director Maynard G. Webb, Jr. | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify KPMG LLP as Auditors | Management | For | For |
| |
|---|
WALGREENS BOOTS ALLIANCE, INC.
Meeting Date: JAN 25, 2019
Record Date: NOV 26, 2018
Meeting Type: ANNUAL | Ticker: WBA
Security ID: 931427108
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Jose E. Almeida | Management | For | For |
| 1b | Elect Director Janice M. Babiak | Management | For | For |
| 1c | Elect Director David J. Brailer | Management | For | For |
| 1d | Elect Director William C. Foote | Management | For | For |
| 1e | Elect Director Ginger L. Graham | Management | For | For |
| 1f | Elect Director John A. Lederer | Management | For | For |
| 1g | Elect Director Dominic P. Murphy | Management | For | For |
| 1h | Elect Director Stefano Pessina | Management | For | For |
| 1i | Elect Director Leonard D. Schaeffer | Management | For | For |
| 1j | Elect Director Nancy M. Schlichting | Management | For | For |
| 1k | Elect Director James A. Skinner | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| 5 | Require Independent Board Chairman | Shareholder | Against | For |
| 6 | Use GAAP for Executive Compensation Metrics | Shareholder | Against | Against |
| 7 | Report on Governance Measures Implemented Related to Opioids | Shareholder | Against | For |
| 8 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder | Against | For |
| |
|---|
WALMART INC.
Meeting Date: JUN 05, 2019
Record Date: APR 12, 2019
Meeting Type: ANNUAL | Ticker: WMT
Security ID: 931142103
|
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
|---|
| 1a | Elect Director Cesar Conde | Management | For | For |
| 1b | Elect Director Stephen "Steve" J. Easterbrook | Management | For | For |
| 1c | Elect Director Timothy "Tim" P. Flynn | Management | For | For |
| 1d | Elect Director Sarah J. Friar | Management | For | For |
| 1e | Elect Director Carla A. Harris | Management | For | For |
| 1f | Elect Director Thomas "Tom" W. Horton | Management | For | For |
| 1g | Elect Director Marissa A. Mayer | Management | For | For |
| 1h | Elect Director C. Douglas "Doug" McMillon | Management | For | For |
| 1i | Elect Director Gregory "Greg" B. Penner | Management | For | For |
| 1j | Elect Director Steven "Steve" S Reinemund | Management | For | For |
| 1k | Elect Director S. Robson "Rob" Walton | Management | For | For |
| 1l | Elect Director Steuart L. Walton | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 4 | Report on Sexual Harassment | Shareholder | Against | For |
| 5 | Provide for Cumulative Voting | Shareholder | Against | For |
END NPX REPORT
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/ Cedric H. Antosiewicz |
| | Cedric H. Antosiewicz – Chief Administrative Officer |
| |
| Date | | |
August 19, 2019
