UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number: 811-22985
SMEAD FUNDS TRUST
(Exact name of registrant as specified in charter)
2777 East Camelback Road, Suite 375
Phoenix, AZ 85016
(Address of principal executive offices) (Zip code)
Cole W. Smead
Smead Capital Management, Inc.
2777 East Camelback Road, Suite 375
Phoenix, AZ 85016
Copy to:
Pamela M. Krill, Esq.
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, WI 53202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (877) 807-4122
Date of fiscal year end: November 30
Date of reporting period: July 1, 2019-June 30, 2020
Item 1. Proxy Voting Record.
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OCCIDENTAL PETROLEUM CORPORATION |
Security | | 674599105 | | Meeting Type | | Contested-Consent |
| | | |
Ticker Symbol | | OXY | | Meeting Date | | 31-Dec-2019 |
| | | |
ISIN | | US6745991058 | | Agenda | | 935064559 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1. | | YOU MAY REVOKE ANY PREVIOUSLY EXECUTED WRITTEN REQUEST REGARDING THE ICAHN GROUP SOLICITATION FOR THE REQUEST TO FIX A RECORD DATE BY SIGNING, DATING AND DELIVERING THIS WHITE REVOCATION FORM. For = Yes Revoke my Request : Against = No Do Not Revoke my request. | | Management | | No Action due to contested nature | | For | | |
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WALGREENS BOOTS ALLIANCE, INC. |
Security | | 931427108 | | Meeting Type | | Annual |
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Ticker Symbol | | WBA | | Meeting Date | | 30-Jan-2020 |
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ISIN | | US9314271084 | | Agenda | | 935114823 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: José E. Almeida | | Management | | For | | For | | |
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1B. | | Election of Director: Janice M. Babiak | | Management | | For | | For | | |
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1C. | | Election of Director: David J. Brailer | | Management | | For | | For | | |
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1D. | | Election of Director: William C. Foote | | Management | | For | | For | | |
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1E. | | Election of Director: Ginger L. Graham | | Management | | For | | For | | |
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1F. | | Election of Director: John A. Lederer | | Management | | For | | For | | |
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1G. | | Election of Director: Dominic P. Murphy | | Management | | For | | For | | |
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1H. | | Election of Director: Stefano Pessina | | Management | | For | | For | | |
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1I. | | Election of Director: Nancy M. Schlichting | | Management | | For | | For | | |
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1J. | | Election of Director: James A. Skinner | | Management | | For | | For | | |
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2. | | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2020. | | Management | | For | | For | | |
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3. | | Advisory vote to approve named executive officer compensation. | | Management | | For | | For | | |
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4. | | Stockholder proposal requesting an independent Board Chairman. | | Shareholder | | Against | | For | | |
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5. | | Proposal Withdrawn | | Shareholder | | Against | | | | |
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6. | | Stockholder proposal regarding the ownership threshold for calling special meetings of stockholders. | | Shareholder | | Against | | For | | |
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ACCENTURE PLC |
Security | | G1151C101 | | Meeting Type | | Annual |
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Ticker Symbol | | ACN | | Meeting Date | | 30-Jan-2020 |
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ISIN | | IE00B4BNMY34 | | Agenda | | 935116118 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Re-appointment of Director: Jaime Ardila | | Management | | For | | For | | |
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1B. | | Re-appointment of Director: Herbert Hainer | | Management | | For | | For | | |
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1C. | | Re-appointment of Director: Nancy McKinstry | | Management | | For | | For | | |
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1D. | | Re-appointment of Director: Gilles C. Pélisson | | Management | | For | | For | | |
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1E. | | Re-appointment of Director: Paula A. Price | | Management | | For | | For | | |
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1F. | | Re-appointment of Director: Venkata (Murthy) Renduchintala | | Management | | For | | For | | |
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1G. | | Re-appointment of Director: David Rowland | | Management | | For | | For | | |
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1H. | | Re-appointment of Director: Arun Sarin | | Management | | For | | For | | |
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1I. | | Re-appointment of Director: Julie Sweet | | Management | | For | | For | | |
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1J. | | Re-appointment of Director: Frank K. Tang | | Management | | For | | For | | |
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1K. | | Re-appointment of Director: Tracey T. Travis | | Management | | For | | For | | |
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2. | | To approve, in a non-binding vote, the compensation of our named executive officers. | | Management | | For | | For | | |
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3. | | To approve the Amended and Restated Accenture plc 2010 Share Incentive Plan. | | Management | | For | | For | | |
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4. | | To ratify, in a non-binding vote, the appointment of KPMG LLP (“KPMG”) as independent auditors of Accenture and to authorize, in a binding vote, the Audit Committee of the Board of Directors to determine KPMG’s remuneration. | | Management | | For | | For | | |
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5. | | To grant the Board of Directors the authority to issue shares under Irish law. | | Management | | For | | For | | |
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6. | | To grant the Board of Directors the authority to opt-out of pre-emption rights under Irish law. | | Management | | For | | For | | |
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7. | | To determine the price range at which Accenture can re-allot shares that it acquires as treasury shares under Irish law. | | Management | | For | | For | | |
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QUALCOMM INCORPORATED |
Security | | 747525103 | | Meeting Type | | Annual |
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Ticker Symbol | | QCOM | | Meeting Date | | 10-Mar-2020 |
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ISIN | | US7475251036 | | Agenda | | 935123783 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
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1A. | | Election of Director: Mark Fields | | Management | | For | | For | | |
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1B. | | Election of Director: Jeffrey W. Henderson | | Management | | For | | For | | |
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1C. | | Election of Director: Ann M. Livermore | | Management | | For | | For | | |
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1D. | | Election of Director: Harish Manwani | | Management | | For | | For | | |
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1E. | | Election of Director: Mark D. McLaughlin | | Management | | For | | For | | |
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1F. | | Election of Director: Steve Mollenkopf | | Management | | For | | For | | |
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1G. | | Election of Director: Clark T. Randt, Jr. | | Management | | For | | For | | |
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1H. | | Election of Director: Irene B. Rosenfeld | | Management | | For | | For | | |
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1I. | | Election of Director: Kornelis “Neil” Smit | | Management | | For | | For | | |
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1J. | | Election of Director: Anthony J. Vinciquerra | | Management | | For | | For | | |
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2. | | To ratify the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 27, 2020. | | Management | | For | | For | | |
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3. | | To approve the amended and restated 2016 Long-Term Incentive Plan, including an increase in the share reserve by 74,500,000 shares. | | Management | | For | | For | | |
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4. | | To approve, on an advisory basis, our executive compensation. | | Management | | For | | For | | |
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5. | | To approve, on an advisory basis, the frequency of future advisory votes on our executive compensation. | | Management | | 1 Year | | For | | |
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THE WALT DISNEY COMPANY |
Security | | 254687106 | | Meeting Type | | Annual |
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Ticker Symbol | | DIS | | Meeting Date | | 11-Mar-2020 |
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ISIN | | US2546871060 | | Agenda | | 935125648 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Susan E. Arnold | | Management | | For | | For | | |
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1B. | | Election of Director: Mary T. Barra | | Management | | For | | For | | |
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1C. | | Election of Director: Safra A. Catz | | Management | | For | | For | | |
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1D. | | Election of Director: Francis A. deSouza | | Management | | For | | For | | |
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1E. | | Election of Director: Michael B.G. Froman | | Management | | For | | For | | |
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1F. | | Election of Director: Robert A. Iger | | Management | | For | | For | | |
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1G. | | Election of Director: Maria Elena Lagomasino | | Management | | For | | For | | |
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1H. | | Election of Director: Mark G. Parker | | Management | | For | | For | | |
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1I. | | Election of Director: Derica W. Rice | | Management | | For | | For | | |
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2. | | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s registered public accountants for fiscal 2020. | | Management | | For | | For | | |
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3. | | To approve the advisory resolution on executive compensation. | | Management | | For | | For | | |
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4. | | To approve an amendment to the Company’s Amended and Restated 2011 Stock Incentive Plan. | | Management | | For | | For | | |
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5. | | Shareholder proposal requesting an annual report disclosing information regarding the Company’s lobbying policies and activities. | | Shareholder | | Against | | For | | |
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STARBUCKS CORPORATION |
Security | | 855244109 | | Meeting Type | | Annual |
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Ticker Symbol | | SBUX | | Meeting Date | | 18-Mar-2020 |
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ISIN | | US8552441094 | | Agenda | | 935125066 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Richard E. Allison, Jr. | | Management | | For | | For | | |
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1B. | | Election of Director: Rosalind G. Brewer | | Management | | For | | For | | |
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1C. | | Election of Director: Andrew Campion | | Management | | For | | For | | |
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1D. | | Election of Director: Mary N. Dillon | | Management | | For | | For | | |
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1E. | | Election of Director: Isabel Ge Mahe | | Management | | For | | For | | |
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1F. | | Election of Director: Mellody Hobson | | Management | | For | | For | | |
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1G. | | Election of Director: Kevin R. Johnson | | Management | | For | | For | | |
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1H. | | Election of Director: Jørgen Vig Knudstorp | | Management | | For | | For | | |
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1I. | | Election of Director: Satya Nadella | | Management | | For | | For | | |
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1J. | | Election of Director: Joshua Cooper Ramo | | Management | | For | | For | | |
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1K. | | Election of Director: Clara Shih | | Management | | For | | For | | |
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1L. | | Election of Director: Javier G. Teruel | | Management | | For | | For | | |
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1M. | | Election of Director: Myron E. Ullman, III | | Management | | For | | For | | |
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2. | | Advisory resolution to approve our executive officer compensation | | Management | | For | | For | | |
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3. | | Ratification of selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020 | | Management | | For | | For | | |
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4. | | EEO Policy Risk Report | | Shareholder | | Against | | For | | |
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LENNAR CORPORATION |
Security | | 526057104 | | Meeting Type | | Annual |
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Ticker Symbol | | LEN | | Meeting Date | | 07-Apr-2020 |
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ISIN | | US5260571048 | | Agenda | | 935133001 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Rick Beckwitt | | Management | | For | | For | | |
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1B. | | Election of Director: Irving Bolotin | | Management | | For | | For | | |
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1C. | | Election of Director: Steven L. Gerard | | Management | | For | | For | | |
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1D. | | Election of Director: Tig Gilliam | | Management | | For | | For | | |
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1E. | | Election of Director: Sherrill W. Hudson | | Management | | For | | For | | |
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1F. | | Election of Director: Jonathan M. Jaffe | | Management | | For | | For | | |
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1G. | | Election of Director: Sidney Lapidus | | Management | | For | | For | | |
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1H. | | Election of Director: Teri P. McClure | | Management | | For | | For | | |
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1I. | | Election of Director: Stuart Miller | | Management | | For | | For | | |
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1J. | | Election of Director: Armando Olivera | | Management | | For | | For | | |
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1K. | | Election of Director: Jeffrey Sonnenfeld | | Management | | For | | For | | |
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1L. | | Election of Director: Scott Stowell | | Management | | For | | For | | |
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2. | | Approve, on an advisory basis, the compensation of our named executive officers. | | Management | | For | | For | | |
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3. | | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2020. | | Management | | For | | For | | |
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BANK OF AMERICA CORPORATION |
Security | | 060505104 | | Meeting Type | | Annual |
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Ticker Symbol | | BAC | | Meeting Date | | 22-Apr-2020 |
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ISIN | | US0605051046 | | Agenda | | 935139825 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Sharon L. Allen | | Management | | For | | For | | |
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1B. | | Election of Director: Susan S. Bies | | Management | | For | | For | | |
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1C. | | Election of Director: Jack O. Bovender, Jr. | | Management | | For | | For | | |
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1D. | | Election of Director: Frank P. Bramble, Sr. | | Management | | For | | For | | |
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1E. | | Election of Director: Pierre J.P. de Weck | | Management | | For | | For | | |
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1F. | | Election of Director: Arnold W. Donald | | Management | | For | | For | | |
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1G. | | Election of Director: Linda P. Hudson | | Management | | For | | For | | |
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1H. | | Election of Director: Monica C. Lozano | | Management | | For | | For | | |
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1I. | | Election of Director: Thomas J. May | | Management | | For | | For | | |
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1J. | | Election of Director: Brian T. Moynihan | | Management | | For | | For | | |
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1K. | | Election of Director: Lionel L. Nowell III | | Management | | For | | For | | |
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1L. | | Election of Director: Denise L. Ramos | | Management | | For | | For | | |
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1M. | | Election of Director: Clayton S. Rose | | Management | | For | | For | | |
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1N. | | Election of Director: Michael D. White | | Management | | For | | For | | |
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1O. | | Election of Director: Thomas D. Woods | | Management | | For | | For | | |
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1P. | | Election of Director: R. David Yost | | Management | | For | | For | | |
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1Q. | | Election of Director: Maria T. Zuber | | Management | | For | | For | | |
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2. | | Approving Our Executive Compensation (an Advisory, Non-binding “Say on Pay” Resolution). | | Management | | For | | For | | |
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3. | | Ratifying the Appointment of Our Independent Registered Public Accounting Firm for 2020. | | Management | | For | | For | | |
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4. | | Make Shareholder Proxy Access More Accessible. | | Shareholder | | Against | | For | | |
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5. | | Adopt a New Shareholder Right - Written Consent | | Shareholder | | Against | | For | | |
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6. | | Report Concerning Gender/Racial Pay Equity. | | Shareholder | | Against | | For | | |
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7. | | Review of Statement of the Purpose of a Corporation and Report on Recommended Changes to Governance Documents, Policies, and Practices. | | Shareholder | | Against | | For | | |
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PFIZER INC. |
Security | | 717081103 | | Meeting Type | | Annual |
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Ticker Symbol | | PFE | | Meeting Date | | 23-Apr-2020 |
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ISIN | | US7170811035 | | Agenda | | 935138998 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Ronald E. Blaylock | | Management | | For | | For | | |
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1B. | | Election of Director: Albert Bourla | | Management | | For | | For | | |
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1C. | | Election of Director: W. Don Cornwell | | Management | | For | | For | | |
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1D. | | Election of Director: Joseph J. Echevarria | | Management | | For | | For | | |
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1E. | | Election of Director: Scott Gottlieb | | Management | | For | | For | | |
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1F. | | Election of Director: Helen H. Hobbs | | Management | | For | | For | | |
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1G. | | Election of Director: Susan Hockfield | | Management | | For | | For | | |
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1H. | | Election of Director: James M. Kilts | | Management | | For | | For | | |
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1I. | | Election of Director: Dan R. Littman | | Management | | For | | For | | |
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1J. | | Election of Director: Shantanu Narayen | | Management | | For | | For | | |
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1K. | | Election of Director: Suzanne Nora Johnson | | Management | | For | | For | | |
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1L. | | Election of Director: James Quincey | | Management | | For | | For | | |
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1M. | | Election of Director: James C. Smith | | Management | | For | | For | | |
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2. | | Ratify the selection of KPMG LLP as independent registered public accounting firm for 2020 | | Management | | For | | For | | |
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3. | | 2020 advisory approval of executive compensation | | Management | | For | | For | | |
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4. | | Shareholder proposal regarding right to act by written consent | | Shareholder | | Against | | For | | |
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5. | | Shareholder proposal regarding enhancing proxy access | | Shareholder | | Against | | For | | |
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6. | | Shareholder proposal regarding report on lobbying activities | | Shareholder | | Against | | For | | |
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7. | | Shareholder proposal regarding independent chair policy | | Shareholder | | Against | | For | | |
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8. | | Shareholder proposal regarding gender pay gap | | Shareholder | | Against | | For | | |
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9. | | Election of Director: Susan Desmond-Hellmann | | Management | | For | | For | | |
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WELLS FARGO & COMPANY |
Security | | 949746101 | | Meeting Type | | Annual |
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Ticker Symbol | | WFC | | Meeting Date | | 28-Apr-2020 |
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ISIN | | US9497461015 | | Agenda | | 935145183 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Steven D. Black | | Management | | For | | For | | |
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1B. | | Election of Director: Celeste A. Clark | | Management | | For | | For | | |
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1C. | | Election of Director: Theodore F. Craver, Jr. | | Management | | For | | For | | |
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1D. | | Election of Director: Wayne M. Hewett | | Management | | For | | For | | |
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1E. | | Election of Director: Donald M. James | | Management | | For | | For | | |
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1F. | | Election of Director: Maria R. Morris | | Management | | For | | For | | |
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1G. | | Election of Director: Charles H. Noski | | Management | | For | | For | | |
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1H. | | Election of Director: Richard B. Payne, Jr. | | Management | | For | | For | | |
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1I. | | Election of Director: Juan A. Pujadas | | Management | | For | | For | | |
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1J. | | Election of Director: Ronald L. Sargent | | Management | | For | | For | | |
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1K. | | Election of Director: Charles W. Scharf | | Management | | For | | For | | |
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1L. | | Election of Director: Suzanne M. Vautrinot | | Management | | For | | For | | |
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2. | | Advisory resolution to approve executive compensation. | | Management | | For | | For | | |
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3. | | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020. | | Management | | For | | For | | |
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4. | | Shareholder Proposal - Shareholder Approval of By-Law Amendments. | | Shareholder | | Against | | For | | |
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5. | | Shareholder Proposal - Report on Incentive-Based Compensation and Risks of Material Losses. | | Shareholder | | Against | | For | | |
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6. | | Shareholder Proposal - Report on Global Median Pay Gap. | | Shareholder | | Against | | For | | |
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BERKSHIRE HATHAWAY INC. |
Security | | 084670702 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | BRKB | | Meeting Date | | 02-May-2020 |
| | | |
ISIN | | US0846707026 | | Agenda | | 935144105 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1. | | DIRECTOR | | Management | | | | | | |
| | | | | |
| | 1 Warren E. Buffett | | | | For | | For | | |
| | | | | |
| | 2 Charles T. Munger | | | | For | | For | | |
| | | | | |
| | 3 Gregory E. Abel | | | | For | | For | | |
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| | 4 Howard G. Buffett | | | | For | | For | | |
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| | 5 Stephen B. Burke | | | | For | | For | | |
| | | | | |
| | 6 Kenneth I. Chenault | | | | For | | For | | |
| | | | | |
| | 7 Susan L. Decker | | | | For | | For | | |
| | | | | |
| | 8 David S. Gottesman | | | | For | | For | | |
| | | | | |
| | 9 Charlotte Guyman | | | | For | | For | | |
| | | | | |
| | 10 Ajit Jain | | | | For | | For | | |
| | | | | |
| | 11 Thomas S. Murphy | | | | For | | For | | |
| | | | | |
| | 12 Ronald L. Olson | | | | For | | For | | |
| | | | | |
| | 13 Walter Scott, Jr. | | | | For | | For | | |
| | | | | |
| | 14 Meryl B. Witmer | | | | For | | For | | |
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2. | | Non-binding resolution to approve the compensation of the Company’s Named Executive Officers, as described in the 2020 Proxy Statement. | | Management | | For | | For | | |
| | | | | |
3. | | Non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the Company shall be entitled to have an advisory vote on executive compensation. | | Management | | 1 Year | | Against | | |
| | | | | |
4. | | Shareholder proposal regarding diversity. | | Shareholder | | Against | | For | | |
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AFLAC INCORPORATED |
Security | | 001055102 | | Meeting Type | | Annual |
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Ticker Symbol | | AFL | | Meeting Date | | 04-May-2020 |
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ISIN | | US0010551028 | | Agenda | | 935145842 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Daniel P. Amos | | Management | | For | | For | | |
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1B. | | Election of Director: W. Paul Bowers | | Management | | For | | For | | |
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1C. | | Election of Director: Toshihiko Fukuzawa | | Management | | For | | For | | |
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1D. | | Election of Director: Thomas J. Kenny | | Management | | For | | For | | |
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1E. | | Election of Director: Georgette D. Kiser | | Management | | For | | For | | |
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1F. | | Election of Director: Karole F. Lloyd | | Management | | For | | For | | |
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1G. | | Election of Director: Nobuchika Mori | | Management | | For | | For | | |
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1H. | | Election of Director: Joseph L. Moskowitz | | Management | | For | | For | | |
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1I. | | Election of Director: Barbara K. Rimer, DrPH | | Management | | For | | For | | |
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1J. | | Election of Director: Katherine T. Rohrer | | Management | | For | | For | | |
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1K. | | Election of Director: Melvin T. Stith | | Management | | For | | For | | |
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2. | | To consider the following non-binding advisory proposal: “Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative in the Notice of 2020 Annual Meeting of Shareholders and Proxy Statement” | | Management | | For | | For | | |
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3. | | To consider and act upon the ratification of the appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 2020 | | Management | | For | | For | | |
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NVR, INC. |
Security | | 62944T105 | | Meeting Type | | Annual |
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Ticker Symbol | | NVR | | Meeting Date | | 05-May-2020 |
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ISIN | | US62944T1051 | | Agenda | | 935148191 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: C. E. Andrews | | Management | | For | | For | | |
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1B. | | Election of Director: Sallie B. Bailey | | Management | | For | | For | | |
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1C. | | Election of Director: Thomas D. Eckert | | Management | | For | | For | | |
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1D. | | Election of Director: Alfred E. Festa | | Management | | For | | For | | |
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1E. | | Election of Director: Manuel H. Johnson | | Management | | For | | For | | |
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1F. | | Election of Director: Alexandra A. Jung | | Management | | For | | For | | |
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1G. | | Election of Director: Mel Martinez | | Management | | For | | For | | |
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1H. | | Election of Director: William A. Moran | | Management | | For | | For | | |
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1I. | | Election of Director: David A. Preiser | | Management | | For | | For | | |
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1J. | | Election of Director: W. Grady Rosier | | Management | | For | | For | | |
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1K. | | Election of Director: Susan Williamson Ross | | Management | | For | | For | | |
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1L. | | Election of Director: Dwight C. Schar | | Management | | For | | For | | |
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2. | | Ratification of appointment of KPMG LLP as independent auditor for the year ending December 31, 2020. | | Management | | For | | For | | |
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3. | | Advisory vote to approve executive compensation. | | Management | | For | | For | | |
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AMERICAN EXPRESS COMPANY |
Security | | 025816109 | | Meeting Type | | Annual |
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Ticker Symbol | | AXP | | Meeting Date | | 05-May-2020 |
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ISIN | | US0258161092 | | Agenda | | 935151439 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director for a term of one year: Charlene Barshefsky | | Management | | For | | For | | |
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1B. | | Election of Director for a term of one year: John J. Brennan | | Management | | For | | For | | |
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1C. | | Election of Director for a term of one year: Peter Chernin | | Management | | For | | For | | |
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1D. | | Election of Director for a term of one year: Ralph de la Vega | | Management | | For | | For | | |
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1E. | | Election of Director for a term of one year: Anne Lauvergeon | | Management | | For | | For | | |
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1F. | | Election of Director for a term of one year: Michael O. Leavitt | | Management | | For | | For | | |
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1G. | | Election of Director for a term of one year: Theodore J. Leonsis | | Management | | For | | For | | |
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1H. | | Election of Director for a term of one year: Karen L. Parkhill | | Management | | For | | For | | |
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1I. | | Election of Director for a term of one year: Lynn A. Pike | | Management | | For | | For | | |
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1J. | | Election of Director for a term of one year: Stephen J. Squeri | | Management | | For | | For | | |
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1K. | | Election of Director for a term of one year: Daniel L. Vasella | | Management | | For | | For | | |
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1L. | | Election of Director for a term of one year: Ronald A. Williams | | Management | | For | | For | | |
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1M. | | Election of Director for a term of one year: Christopher D. Young | | Management | | For | | For | | |
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2. | | Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2020. | | Management | | For | | For | | |
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3. | | Approval, on an advisory basis, of the Company’s executive compensation. | | Management | | For | | For | | |
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4. | | Approval of Amended and Restated Incentive Compensation Plan. | | Management | | For | | For | | |
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5. | | Shareholder proposal relating to action by written consent. | | Shareholder | | Against | | For | | |
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6. | | Shareholder proposal relating to gender/racial pay equity. | | Shareholder | | Against | | For | | |
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JPMORGAN CHASE & CO. |
Security | | 46625H100 | | Meeting Type | | Annual |
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Ticker Symbol | | JPM | | Meeting Date | | 19-May-2020 |
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ISIN | | US46625H1005 | | Agenda | | 935170833 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Linda B. Bammann | | Management | | For | | For | | |
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1B. | | Election of Director: Stephen B. Burke | | Management | | For | | For | | |
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1C. | | Election of Director: Todd A. Combs | | Management | | For | | For | | |
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1D. | | Election of Director: James S. Crown | | Management | | For | | For | | |
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1E. | | Election of Director: James Dimon | | Management | | For | | For | | |
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1F. | | Election of Director: Timothy P. Flynn | | Management | | For | | For | | |
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1G. | | Election of Director: Mellody Hobson | | Management | | For | | For | | |
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1H. | | Election of Director: Michael A. Neal | | Management | | For | | For | | |
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1I. | | Election of Director: Lee R. Raymond | | Management | | For | | For | | |
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1J. | | Election of Director: Virginia M. Rometty | | Management | | For | | For | | |
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2. | | Advisory resolution to approve executive compensation | | Management | | For | | For | | |
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3. | | Ratification of independent registered public accounting firm | | Management | | For | | For | | |
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4. | | Independent board chairman | | Shareholder | | Against | | For | | |
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5. | | Oil and gas company and project financing related to the Arctic and the Canadian oil sands | | Shareholder | | Against | | For | | |
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6. | | Climate change risk reporting | | Shareholder | | Against | | For | | |
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7. | | Amend shareholder written consent provisions | | Shareholder | | Against | | For | | |
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8. | | Charitable contributions disclosure | | Shareholder | | Against | | For | | |
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9. | | Gender/Racial pay equity | | Shareholder | | Against | | For | | |
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AMGEN INC. |
Security | | 031162100 | | Meeting Type | | Annual |
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Ticker Symbol | | AMGN | | Meeting Date | | 19-May-2020 |
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ISIN | | US0311621009 | | Agenda | | 935172419 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Dr. Wanda M. Austin | | Management | | For | | For | | |
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1B. | | Election of Director: Mr. Robert A. Bradway | | Management | | For | | For | | |
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1C. | | Election of Director: Dr. Brian J. Druker | | Management | | For | | For | | |
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1D. | | Election of Director: Mr. Robert A. Eckert | | Management | | For | | For | | |
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1E. | | Election of Director: Mr. Greg C. Garland | | Management | | For | | For | | |
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1F. | | Election of Director: Mr. Fred Hassan | | Management | | For | | For | | |
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1G. | | Election of Director: Mr. Charles M. Holley, Jr. | | Management | | For | | For | | |
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1H. | | Election of Director: Dr. Tyler Jacks | | Management | | For | | For | | |
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1I. | | Election of Director: Ms. Ellen J. Kullman | | Management | | For | | For | | |
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1J. | | Election of Director: Dr. Ronald D. Sugar | | Management | | For | | For | | |
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1K. | | Election of Director: Dr. R. Sanders Williams | | Management | | For | | For | | |
| | | | | | | | | | |
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2. | | Advisory vote to approve our executive compensation. | | Management | | For | | For | | |
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3. | | To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2020. | | Management | | For | | For | | |
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4. | | Stockholder proposal to require an independent board chair. | | Shareholder | | Against | | For | | |
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PAYPAL HOLDINGS, INC. |
Security | | 70450Y103 | | Meeting Type | | Annual |
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Ticker Symbol | | PYPL | | Meeting Date | | 21-May-2020 |
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ISIN | | US70450Y1038 | | Agenda | | 935170869 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Rodney C. Adkins | | Management | | For | | For | | |
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1B. | | Election of Director: Jonathan Christodoro | | Management | | For | | For | | |
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1C. | | Election of Director: John J. Donahoe | | Management | | For | | For | | |
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1D. | | Election of Director: David W. Dorman | | Management | | For | | For | | |
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1E. | | Election of Director: Belinda J. Johnson | | Management | | For | | For | | |
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1F. | | Election of Director: Gail J. McGovern | | Management | | For | | For | | |
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1G. | | Election of Director: Deborah M. Messemer | | Management | | For | | For | | |
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1H. | | Election of Director: David M. Moffett | | Management | | For | | For | | |
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1I. | | Election of Director: Ann M. Sarnoff | | Management | | For | | For | | |
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1J. | | Election of Director: Daniel H. Schulman | | Management | | For | | For | | |
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1K. | | Election of Director: Frank D. Yeary | | Management | | For | | For | | |
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2. | | Advisory vote to approve named executive officer compensation. | | Management | | For | | For | | |
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3. | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2020. | | Management | | For | | For | | |
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4. | | Stockholder Proposal - Stockholder right to act by written consent. | | Shareholder | | Against | | For | | |
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5. | | Stockholder Proposal - Human and indigenous peoples’ rights. | | Shareholder | | Against | | For | | |
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THE HOME DEPOT, INC. |
Security | | 437076102 | | Meeting Type | | Annual |
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Ticker Symbol | | HD | | Meeting Date | | 21-May-2020 |
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ISIN | | US4370761029 | | Agenda | | 935172130 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Gerard J. Arpey | | Management | | For | | For | | |
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1B. | | Election of Director: Ari Bousbib | | Management | | For | | For | | |
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1C. | | Election of Director: Jeffery H. Boyd | | Management | | For | | For | | |
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1D. | | Election of Director: Gregory D. Brenneman | | Management | | For | | For | | |
1E. | | Election of Director: J. Frank Brown | | Management | | For | | For | | |
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1F. | | Election of Director: Albert P. Carey | | Management | | For | | For | | |
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1G. | | Election of Director: Helena B. Foulkes | | Management | | For | | For | | |
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1H. | | Election of Director: Linda R. Gooden | | Management | | For | | For | | |
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1I. | | Election of Director: Wayne M. Hewett | | Management | | For | | For | | |
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1J. | | Election of Director: Manuel Kadre | | Management | | For | | For | | |
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1K. | | Election of Director: Stephanie C. Linnartz | | Management | | For | | For | | |
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1L. | | Election of Director: Craig A. Menear | | Management | | For | | For | | |
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2. | | Ratification of the Appointment of KPMG LLP | | Management | | For | | For | | |
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3. | | Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) | | Management | | For | | For | | |
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4. | | Shareholder Proposal Regarding Amendment of Shareholder Written Consent Right | | Shareholder | | Against | | For | | |
| | | | | |
5. | | Shareholder Proposal Regarding EEO-1 Disclosure | | Shareholder | | Against | | For | | |
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6. | | Shareholder Proposal Regarding Executive Ownership Guidelines | | Shareholder | | Against | | For | | |
| | | | | |
7. | | Shareholder Proposal Regarding Electioneering Contributions Congruency Analysis | | Shareholder | | Against | | For | | |
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MERCK & CO., INC. |
Security | | 58933Y105 | | Meeting Type | | Annual |
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Ticker Symbol | | MRK | | Meeting Date | | 26-May-2020 |
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ISIN | | US58933Y1055 | | Agenda | | 935176431 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Leslie A. Brun | | Management | | For | | For | | |
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1B. | | Election of Director: Thomas R. Cech | | Management | | For | | For | | |
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1C. | | Election of Director: Mary Ellen Coe | | Management | | For | | For | | |
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1D. | | Election of Director: Pamela J. Craig | | Management | | For | | For | | |
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1E. | | Election of Director: Kenneth C. Frazier | | Management | | For | | For | | |
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1F. | | Election of Director: Thomas H. Glocer | | Management | | For | | For | | |
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1G. | | Election of Director: Risa Lavizzo-Mourey | | Management | | For | | For | | |
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1H. | | Election of Director: Paul B. Rothman | | Management | | For | | For | | |
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1I. | | Election of Director: Patricia F. Russo | | Management | | For | | For | | |
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1J. | | Election of Director: Christine E. Seidman | | Management | | For | | For | | |
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1K. | | Election of Director: Inge G. Thulin | | Management | | For | | For | | |
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1L. | | Election of Director: Kathy J. Warden | | Management | | For | | For | | |
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1M. | | Election of Director: Peter C. Wendell | | Management | | For | | For | | |
| | | | | |
2. | | Non-binding advisory vote to approve the compensation of our named executive officers. | | Management | | For | | For | | |
| | | | | |
3. | | Ratification of the appointment of the Company’s independent registered public accounting firm for 2020. | | Management | | For | | For | | |
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4. | | Shareholder proposal concerning shareholder right to act by written consent. | | Shareholder | | Against | | For | | |
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5. | | Shareholder proposal regarding allocation of corporate tax savings. | | Shareholder | | Against | | For | | |
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CHEVRON CORPORATION |
Security | | 166764100 | | Meeting Type | | Annual |
Ticker Symbol | | CVX | | Meeting Date | | 27-May-2020 |
ISIN | | US1667641005 | | Agenda | | 935183979 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: W. M. Austin | | Management | | For | | For | | |
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1B. | | Election of Director: J. B. Frank | | Management | | For | | For | | |
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1C. | | Election of Director: A. P. Gast | | Management | | For | | For | | |
| | | | | |
1D. | | Election of Director: E. Hernandez, Jr. | | Management | | For | | For | | |
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1E. | | Election of Director: C. W. Moorman IV | | Management | | For | | For | | |
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1F. | | Election of Director: D. F. Moyo | | Management | | For | | For | | |
| | | | | |
1G. | | Election of Director: D. Reed-Klages | | Management | | For | | For | | |
| | | | | |
1H. | | Election of Director: R. D. Sugar | | Management | | For | | For | | |
| | | | | |
1I. | | Election of Director: D. J. Umpleby III | | Management | | For | | For | | |
| | | | | |
1J. | | Election of Director: M. K. Wirth | | Management | | For | | For | | |
| | | | | |
2. | | Ratification of Appointment of PwC as Independent Registered Public Accounting Firm | | Management | | For | | For | | |
| | | | | |
3. | | Advisory Vote to Approve Named Executive Officer Compensation | | Management | | For | | For | | |
| | | | | |
4. | | Report on Lobbying | | Shareholder | | Against | | For | | |
| | | | | |
5. | | Create a Board Committee on Climate Risk | | Shareholder | | Against | | For | | |
| | | | | |
6. | | Report on Climate Lobbying | | Shareholder | | Against | | For | | |
| | | | | |
7. | | Report on Petrochemical Risk | | Shareholder | | Against | | For | | |
| | | | | |
8. | | Report on Human Rights Practices | | Shareholder | | Against | | For | | |
| | | | | |
9. | | Set Special Meeting Threshold at 10% | | Shareholder | | Against | | For | | |
| | | | | |
10. | | Adopt Policy for an Independent Chairman | | Shareholder | | Against | | For | | |
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COMCAST CORPORATION |
Security | | 20030N101 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | CMCSA | | Meeting Date | | 03-Jun-2020 |
| | | |
ISIN | | US20030N1019 | | Agenda | | 935190532 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1. | | DIRECTOR | | Management | | | | | | |
| | | | | |
| | 1 Kenneth J. Bacon | | | | For | | For | | |
| | | | | |
| | 2 Madeline S. Bell | | | | For | | For | | |
| | | | | |
| | 3 Naomi M. Bergman | | | | For | | For | | |
| | | | | |
| | 4 Edward D. Breen | | | | For | | For | | |
| | | | | |
| | 5 Gerald L. Hassell | | | | For | | For | | |
| | | | | |
| | 6 Jeffrey A. Honickman | | | | For | | For | | |
| | | | | |
| | 7 Maritza G. Montiel | | | | For | | For | | |
| | | | | |
| | 8 Asuka Nakahara | | | | For | | For | | |
| | | | | |
| | 9 David C. Novak | | | | For | | For | | |
| | | | | |
| | 10 Brian L. Roberts | | | | For | | For | | |
| | | | | |
2. | �� | Ratification of the appointment of our independent auditors | | Management | | For | | For | | |
| | | | | |
3. | | Approval of Amended 2003 Stock Option Plan | | Management | | For | | For | | |
| | | | | |
4. | | Approval of Amended 2002 Restricted Stock Plan | | Management | | For | | For | | |
| | | | | |
5. | | Advisory vote on executive compensation | | Management | | For | | For | | |
| | | | | |
6. | | To provide a lobbying report | | Shareholder | | Against | | For | | |
| | | | | |
7. | | To require an independent board chairman | | Shareholder | | Against | | For | | |
| | | | | |
8. | | To conduct independent investigation and report on risks posed by failing to prevent sexual harassment | | Shareholder | | Against | | For | | |
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BOOKING HOLDINGS INC. |
Security | | 09857L108 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | BKNG | | Meeting Date | | 04-Jun-2020 |
| | | |
ISIN | | US09857L1089 | | Agenda | | 935188929 - Management |
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Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1. | | DIRECTOR | | Management | | | | | | |
| | | | | |
| | 1 Timothy M. Armstrong | | | | For | | For | | |
| | | | | |
| | 2 Jeffery H. Boyd | | | | For | | For | | |
| | | | | |
| | 3 Glenn D. Fogel | | | | For | | For | | |
| | | | | |
| | 4 Mirian M. Graddick-Weir | | | | For | | For | | |
| | | | | |
| | 5 Wei Hopeman | | | | For | | For | | |
| | | | | |
| | 6 Robert J. Mylod, Jr. | | | | For | | For | | |
| | | | | |
| | 7 Charles H. Noski | | | | For | | For | | |
| | | | | |
| | 8 Nicholas J. Read | | | | For | | For | | |
| | | | | |
| | 9 Thomas E. Rothman | | | | For | | For | | |
| | | | | |
| | 10 Bob van Dijk | | | | For | | For | | |
| | | | | |
| | 11 Lynn M. Vojvodich | | | | For | | For | | |
| | | | | |
| | 12 Vanessa A. Wittman | | | | For | | For | | |
| | | | | |
2. | | Advisory vote to approve 2019 executive compensation. | | Management | | For | | For | | |
| | | | | |
3. | | Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. | | Management | | For | | For | | |
| | | | | |
4. | | Stockholder proposal requesting the right of stockholders to act by written consent. | | Shareholder | | Against | | For | | |
| | | | | | |
TARGET CORPORATION |
Security | | 87612E106 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | TGT | | Meeting Date | | 10-Jun-2020 |
| | | |
ISIN | | US87612E1064 | | Agenda | | 935196293 - Management |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Douglas M. Baker, Jr. | | Management | | For | | For | | |
| | | | | |
1B. | | Election of Director: George S. Barrett | | Management | | For | | For | | |
| | | | | |
1C. | | Election of Director: Brian C. Cornell | | Management | | For | | For | | |
| | | | | |
1D. | | Election of Director: Calvin Darden | | Management | | For | | For | | |
| | | | | |
1E. | | Election of Director: Robert L. Edwards | | Management | | For | | For | | |
| | | | | |
1F. | | Election of Director: Melanie L. Healey | | Management | | For | | For | | |
| | | | | |
1G. | | Election of Director: Donald R. Knauss | | Management | | For | | For | | |
| | | | | |
1H. | | Election of Director: Monica C. Lozano | | Management | | For | | For | | |
| | | | | |
1I. | | Election of Director: Mary E. Minnick | | Management | | For | | For | | |
| | | | | |
1J. | | Election of Director: Kenneth L. Salazar | | Management | | For | | For | | |
| | | | | |
1K. | | Election of Director: Dmitri L. Stockton | | Management | | For | | For | | |
| | | | | | | | | | |
| | | | | |
2. | | Company proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. | | Management | | For | | For | | |
| | | | | |
3. | | Company proposal to approve, on an advisory basis, our executive compensation (Say on Pay). | | Management | | For | | For | | |
| | | | | |
4. | | Company proposal to approve the Target Corporation 2020 Long-Term Incentive Plan. | | Management | | For | | For | | |
| | | | | | |
DISCOVERY, INC. |
Security | | 25470F104 | | Meeting Type | | Annual |
Ticker Symbol | | DISCA | | Meeting Date | | 18-Jun-2020 |
ISIN | | US25470F1049 | | Agenda | | 935197651 - Management |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1. | | DIRECTOR | | Management | | | | | | |
| | | | | |
| | 1 Robert R. Bennett | | | | For | | For | | |
| | | | | |
| | 2 John C. Malone | | | | For | | For | | |
| | | | | |
| | 3 David M. Zaslav | | | | For | | For | | |
| | | | | |
2. | | Ratification of the appointment of PricewaterhouseCoopers LLP as Discovery, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2020. | | Management | | For | | For | | |
| | | | | |
3. | | To vote on an advisory resolution to approve the 2019 compensation of Discovery, Inc.’s named executive officers, commonly referred to as a “Say on Pay” vote. | | Management | | For | | For | | |
| | | | | |
4. | | To vote on a stockholder proposal regarding simple majority vote, if properly presented. | | Shareholder | | Against | | For | | |
| | | | | | |
THE MACERICH COMPANY |
Security | | 554382101 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | MAC | | Meeting Date | | 18-Jun-2020 |
| | | |
ISIN | | US5543821012 | | Agenda | | 935205371 - Management |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of Director: Peggy Alford | | Management | | For | | For | | |
| | | | | |
1B. | | Election of Director: John H. Alschuler | | Management | | For | | For | | |
| | | | | |
1C. | | Election of Director: Eric K. Brandt | | Management | | For | | For | | |
| | | | | |
1D. | | Election of Director: Edward C. Coppola | | Management | | For | | For | | |
| | | | | |
1E. | | Election of Director: Steven R. Hash | | Management | | For | | For | | |
| | | | | | | | | | |
1F. | | Election of Director: Daniel J. Hirsch | | Management | | For | | For | | |
| | | | | |
1G. | | Election of Director: Diana M. Laing | | Management | | For | | For | | |
| | | | | |
1H. | | Election of Director: Thomas E. O’Hern | | Management | | For | | For | | |
| | | | | |
1I. | | Election of Director: Steven L. Soboroff | | Management | | For | | For | | |
| | | | | |
1J. | | Election of Director: Andrea M. Stephen | | Management | | For | | For | | |
| | | | | |
2. | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. | | Management | | For | | For | | |
| | | | | |
3. | | Advisory vote to approve our named executive officer compensation as described in our Proxy Statement. | | Management | | For | | For | | |
| | | | | | |
EBAY INC. |
Security | | 278642103 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | EBAY | | Meeting Date | | 29-Jun-2020 |
| | | |
ISIN | | US2786421030 | | Agenda | | 935220626 - Management |
| | | | | | | | | | |
Item | | Proposal | | Proposed by | | Vote | | For/Against Management | | |
1A. | | Election of director: Anthony J. Bates | | Management | | For | | For | | |
| | | | | |
1B. | | Election of director: Adriane M. Brown | | Management | | For | | For | | |
| | | | | |
1C. | | Election of director: Jesse A. Cohn | | Management | | For | | For | | |
| | | | | |
1D. | | Election of director: Diana Farrell | | Management | | For | | For | | |
| | | | | |
1E. | | Election of director: Logan D. Green | | Management | | For | | For | | |
| | | | | |
1F. | | Election of director: Bonnie S. Hammer | | Management | | For | | For | | |
| | | | | |
1G. | | Election of director: Jamie Iannone | | Management | | For | | For | | |
| | | | | |
1H. | | Election of director: Kathleen C. Mitic | | Management | | For | | For | | |
| | | | | |
1I. | | Election of director: Matthew J. Murphy | | Management | | For | | For | | |
| | | | | |
1J. | | Election of director: Pierre M. Omidyar | | Management | | For | | For | | |
| | | | | |
1K. | | Election of director: Paul S. Pressler | | Management | | For | | For | | |
| | | | | |
1L. | | Election of director: Robert H. Swan | | Management | | For | | For | | |
| | | | | |
1M. | | Election of director: Perry M. Traquina | | Management | | For | | For | | |
| | | | | |
2. | | Ratification of appointment of independent auditors. | | Management | | For | | For | | |
| | | | | |
3. | | Advisory vote to approve named executive officer compensation. | | Management | | For | | For | | |
| | | | | |
4. | | Stockholder proposal regarding written consent, if properly presented. | | Shareholder | | Against | | For | | |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
(Registrant) | | Smead Funds Trust |
| |
By (Signature and Title) | | /s/ Steven J. LeMire |
| | Steven J. LeMire, Chief Financial Officer and Treasurer |
| |
Date | | August 10, 2020 |