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: 811-23417
X-Square Balanced Fund, LLC
(Exact name of Registrant as specified in charter)
Popular Center
209 Munoz Rivera, Suite 1111
San Juan, Puerto Rico 00918
(Address of Principal Executive Offices) (Zip code)
Registrant’s Telephone Number, including Area Code: +1 (787) 282-1621
Joshua B. Deringer
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, Pennsylvania 19103
(Name and Address of Agent for Service)
Date of fiscal year end: December 31
Date of reporting period: July 1, 2020 – June 30, 2021
1
Item 1 – Proxy Voting Record.
| Issuer's Name | Security's TIC | CUSIP | Shaderholder Meeting Date | Brief Identification of the Matter Voted on | Whether the matter was proposed by the Issuer or a security-holder | How X-Square cast its vote (for the proposal, against the proposal, or abstain) | Whether X-Square cast its vote with or against management | Proxy Vote (link) |
| PHILIP MORRIS INTERNATIONAL INC. | PM | 718172109 | 5/4/2021 | • To elect directors to serve for the ensuing year • To ratify the selection of independent auditors • To vote on approval of executive compensation | Porposed by the Issuer | For the proposal | With management | https://philipmorrisinternational.gcs-web.com/static-files/0a865a21-e5b3-4265-8786-a238d823ac65 |
| SUNCOR ENERGY | SU | 867224 | 4/29/2021 | • To elect directors to serve for the ensuing year • To ratify the selection of KPMG as independent auditors • To consider and, if deemed fit, approve an amendment to the Suncor Energy Inc. Stock Option Plan to increase the number of common shares reserved for issuance thereunder by 15,000,000 common shares. • To consider and, if deemed fit, approve an advisory resolution on Suncor's approach to executive compensation disclosed in the Management Proxy Circular of Suncor Energy Inc. dated February 24, 2021. | Porposed by the Issuer | For the proposal | With management | https://www.suncor.com/en-ca/investor-centre/financial-reports/annual-disclosure |
| Advanced Micro Devices, Inc. | AMD | 007903 | 4/6/2021 | •Approve the issuance of shares of common stock, par value $0.01 per share, of AMD to the stockholders of Xilinx, Inc. ("Xilinx") in connection with the merger contemplated by the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, by and among AMD, Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, and Xilinx (the "AMD share issuance proposal"). • Approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the AMD share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to the stockholders of AMD. | Porposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/007903/20210210/MERGR_456507.PDF |
| Lennar | LEN | 526057104 | 4/6/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To ratify the appointment of Deloitte & Touche LLP as Lennar's independent registered public accounting firm for the fiscal year ending November 30, 2016 • To approve, on an advisory basis, the compensation of Lennar's named executive officers • To approve a stockholder proposal regarding our common stock voting structure, if properly presented at the annual meeting | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/526057/20210216/NPS_455475/?page=1 |
| MISSION PRODUCE INC | AVO | 60510V | 4/12/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To ratify the appointment of Deloitte & Touche LLP as Lennar's independent registered public accounting firm for the fiscal year ending November 30, 2016 | Porposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/60510V/20210218/NPS_455455.PDF |
| BANK OF AMERICA | BOFA | 60505104 | 4/19/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To approve our executive compensation (an advisory, non-binding "say on pay" resolution) • To ratify the appointment of our independent registered public accounting firm for 2021 • To amend and restating the Bank of America Corporation Key Employee Equity Plan. • Shareholder proposal requesting amendments to our proxy access by law. • Shareholder proposal requesting amendments to allow shareholders to act by written consent. •Shareholder proposal requesting a change in organizational form. •Shareholder proposal requesting a racial equity audit. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://investor.bankofamerica.com/annual-reports-and-proxy-statements |
| CALAVO GROWERS | CVGW | 128246 | 4/21/2021 | Vote on election of directors | Porposed by the Issuer | For the proposal | With management | http://ir.calavo.com/financial-information/sec-filings/ |
| Vote on ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm of Calavo Growers, Inc. for the year ending October 31, 2021 | ||||||||
| Vote on advisory vote approving the executive compensation disclosed in the accompanying proxy statement Approval of the CALAVO GROWERS 2020 Equity Incentive Plan . | ||||||||
| Lockheed Martin Corporation | LMT | 539830109 | 4/21/2021 | •Vote on election of directors • Vote on ratification of the appointment of Deloitte & Touche LLP as independent auditors for 2021 • •Vote on the approval, on an advisory basis, of the compensation of named executive officers (say-on-pay) • Vote on Stockholder Proposal to Adopt Stockholder Action By Written Consent • • • Stockholder Proposal to issue a Report on Human Rights Due Diligence. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | http://www.envisionreports.com/LMT/2021/1DC08FE21F/index.html?voting=false |
| Johnson & Johnson | J | 478160 | 4/21/2021 | 1. Electon of directors. 2. Advisory Vote to Approve Named Executive Officer Compensation. 3. Ratification of Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for 2021. 4. Report on Government Financial Support and Access to COVID-19 Vaccines and Therapeutics. 5. Independent Board Chair. 6. Civil Rights Audit. 7. Executive Compensation Bonus Deferral | Porposed by the Issuer | For the proposal | With management | https://www.investor.jnj.com/annual-meeting-materials/2021-proxy-statement |
| FASTENAL COMPANY | FAST | 311900 | 4/24/2021 | •Vote on election of directors • Vote on ratification of the appointment of KPMG LLP as independent auditors for 2021 • •Vote on • • Approval, by non-binding vote, of executive compensation. | Porposed by the Issuer | For the proposal | With management | https://investor.fastenal.com/financial-results/annual-reports/default.aspx |
| EQUITY LIFESTYLE PROPRETIES | ELS | 29472R | 4/27/2021 | •Vote on election of directors • Vote on ratification of the appointment of E&Y LLP as independent auditors for 2021 • Approval on a non-binding, advisory basis of our executive compensation as disclosed in the Proxy Statement | Porposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/29472R/20210219/NPS_458230.PDF |
| BAUSCH HEALTH COMPANIES, INC. | BHC | 71734 | 4/27/2021 | 1. Election of directors. 2. The approval, in an advisory vote, of the compensation of our Named Executive Officers. 3. To appoint PricewaterhouseCoopers LLP as the auditors for the Company to hold office until the close of the 2022 Annual Meeting of Shareholders and to authorize the Company's Board of Directors to fix the auditors' remuneration. | Porposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/071734/20210301/NPS_458031/?page=1 |
| TRUIST FINANCIAL CORPORATION | TFC | 89832Q | 4/26/2021 | 1. Election of directors. 2. Ratification of the appointment of PricewaterhouseCoopers LLP as Truist's independent registered public accounting firm for 2021. 3. Advisory vote to approve Truist's executive compensation program. | Porposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/89832Q/20210219/NPS_457109.PDF |
| OFG Bancorp | OFG | 67103X102 | 4/27/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To approve, on an advisory basis, the compensation of the company's named executive officers as set forth in the proxy statement • To ratify the selection of the company's independent registered public accounting firm for 2021 | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/default.aspx?ticker=67103X |
| Berkshire Hathaway Inc. | BRK/B | 84670702 | 4/30/2021 | Vote on election of directors. Shareholder proposal regarding the reporting of climate-related risks and opportunities. Shareholder proposal regarding diversity and inclusion reporting. | Proposed by the Issuer | For the proposal | With management | |
| Ally Financial Inc | ALLY | 02005N | 5/4/2021 | 1. Election of directors. 2. Advisory vote on executive compensation. 3. Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2021. 4. Advisory vote on the frequency of the stockholder advisory vote on executive compensation. 5. Approval of the Ally Financial Inc. Incentive Compensation Plan, amended and restated effective as of May 4, 2021 6. Approval of the Ally Financial Inc. Non-Employee Directors Equity Compensation Plan, amended and restated effective as of May 4, 2021. 7. Approval of the Ally Financial Inc. Employee Stock Purchase Plan, amended and restated effective as of May 4, 2021. | Porposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/02005N/20210308/NPS_458089/?page=1 |
| UNITED RENTALS , INC | URI | 911363 | 5/6/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. Advisory Approval of Executive Compensation. 4. Stockholder Proposal to Improve Shareholder Written Consent. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/911363/20210309/NPS_459110.PDF |
| EXXON MOBIL CORP | XOM | 30231G | 5/25/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. Advisory Approval of Executive Compensation. 4. Independent Chairman. 5. Special Shareholder Meetings. 6. Report on Scenario Analysis. 7. Report on Environmental Expenditures. 8. Report on Political Contributions. 9. Report on Lobbying. 10. Report on Climate Lobbying. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/30231G/20210310/NPS_457880.PDF |
| General dynamics Corporation | GD | 369550108 | 5/4/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To ratify the selection of independent auditors • To vote on approval of executive compensation • To vote on shareholder Proposal to reduce the ownership threshold required to call a Special Shareholder meeting. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/369550/20210309/NPS_460118.PDF |
| Paypal Holdings, Inc | PYPL | 70450Y103 | 5/25/2021 | Vote on election of directors Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2021. Advisory vote to approve the compensation of our named executive officers. Stockholder proposal - Stockholder right to act by written consent. Stockholder Proposal - Assessing Inclusion in the Workplace. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/70450Y/20210330/NPS_464176/?page=1 |
| Popular Inc | BPOP | 733174700 | 5/5/2021 | • To elect 3 directors assigned to "Class 1" of the Board of Directors of the Corporation; • To approve an advisory vote of the Corporation's executive compensation; • To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation's independent registered public accounting firm for 2021 •To approve, on an advisory basis, the frequency of future advisory votes on the Corporation's executive compensation. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/733174/20210312/NPS_460078/?page=1 |
| TRACTOR SUPPLY COMPANY | TSCO | 892356 | 5/5/2021 | Vote on election of directors To ratify the re-appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 25, 2021. Say on Pay - An advisory vote to approve executive compensation. Stockholder Proposal titled "Transition to Public Benefit Corporation". | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | http://www.envisionreports.com/TSCO/2021/3CA11FE21E/default.htm?voting=false |
| PULTEGROUP, INC | PHM | 745867 | 5/11/2021 | Vote on election of directors To ratify the re-appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year 2021. Say on Pay - An advisory vote to approve executive compensation. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/745867/20210319/NPS_460267.PDF |
| AMGEN INC. | AMGN | 031162 | 5/17/2021 | 1. Election of Directors 2. Advisory vote to approve our executive compensation. 3. To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2021. | Proposed by the Issuer | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/031162/20210319/NPS_461780.PDF |
| JPMorgan Chase & Co | JPM | 46625H100 | 5/17/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • To vote on the ratification of the independent registered public accounting firm • To vote on advisory resolution to approve executive compensation • To vote on independent board chariman - require an independent chair • Improve shareholder written consent • Racial equity audit and report • Political and electioneering expenditure congruency report • Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021 | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://www.jpmorganchase.com/ir/annual-report |
| Advanced Micro Devices, Inc. | AMD | 7903107 | 5/18/2021 | •Vote on election of directors • Vote on ratification of the appointment of Ernst & Young LLP AMD's independent registered public accounting firm for the current fiscal year • Advisory vote to approve the executive compensation of our named executive officers. | Porposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/007903/20210323/NPS_461638.PDF |
| Chevron Corp | CVX | 166764 | 5/25/2021 | • Vote on election of directors • Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm. • Advisory Vote to Approve Named Executive Officer Compensation. • Reduce Scope 3 Emissions. • Report on Impacts of Net Zero 2050 Scenario. • Shift to Public Benefit Corporation. • Report on Lobbying. • Independent Chair. • Special Meetings. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/166764/20210330/NPS_462665.PDF |
| Chubb Limited | CB | H1467J | 5/18/2021 | Various votes | Porposed by the Issuer | For the proposal | With management | http://www.envisionreports.com/CB/2021/1C008FE21E/default.htm?voting=false |
| ALTRIA GROUP, INC. | MO | 02209S103 | 5/19/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • Ratification of the Selection of Independent Registered Public Accounting Firm. • Non-Binding Advisory Vote to Approve the Compensation of Altria's Named Executive Officers. • Shareholder Proposal - Review and Report on Underage Tobacco Prevention Policies and Marketing Practices. • Shareholder Proposal - Disclosure of Lobbying Policies and Practices. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/02209S/20210330/NPS_462067.PDF |
| The Home Depot Inc | HD | 437076 | 5/19/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • Ratification of the Appointment of KPMG LLP. • Non-• Advisory Vote to Approve Executive Compensation ("Say-on-Pay"). • Shareholder Proposal Regarding Amendment of Shareholder Written Consent Right. • Shareholder Proposal Regarding Political Contributions Congruency Analysis. • Shareholder Proposal Regarding Report on Prison Labor in the Supply Chain | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://ir.homedepot.com/financial-reports/current-forms |
| MarshMcLennan | MMC | 571748 | 5/19/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • Advisory (Nonbinding) Vote to Approve Named Executive Officer Compensation. • Ratification of Selection of Independent Registered Public Accounting Firm. | Proposed by the Issuer | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://news-investors.mmc.com/reporting/annual-reports-proxy-statements?c=113872&p=proxy |
| First BanCorp | FBP | 318672 | 5/20/2021 | • To elect directors • To approve on a non-binding basis the 2020 compensation of First BanCorp's named executive officers. • To ratify the appointment of Crowe LLP as our independent registered public accounting firm for our 2021 fiscal year. | Proposed by the Issuer | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/318672/20210331/NPS_463422/?page=1 |
| DOLLAR GENERAL CORPORATION | DG | 256677 | 5/25/2021 | 1. Election of Directors 2. To approve, on an advisory (non-binding) basis, the resolution regarding the compensation of Dollar General Corporation's named executive officers as disclosed in the proxy statement. 3. To ratify the appointment of Ernst & Young LLP as Dollar General Corporation's independent registered public accounting firm for fiscal 2021. 4. To approve the Dollar General Corporation 2021 Stock Incentive Plan. 5. To approve an amendment to the amended and restated charter of Dollar General Corporation to allow shareholders holding 25% or more of our common stock to request special meetings of shareholders. 6. To vote on a shareholder proposal regarding shareholders' ability to call special meetings of shareholders. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/256677/20210319/NPS_461178.PDF |
| EXXON MOBIL CORP | XOM | 30231G | 5/25/2021 | Various votes | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/30231G/20210310/NPS_457880.PDF |
| Amazon.com Inc | AMZN | 23135106 | 5/25/2021 | Various votes | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/023135/20210405/NPS_464652.PDF |
| SHOPIFY | SHOP | 82509L | 5/20/2021 | 1. Election of directors 2. Appointment of the Auditors Resolution approving the re-appointment of PricewaterhouseCoopers LLP as auditors of Shopify Inc. and authorizing the Board of Directors to fix their remuneration. 3. Approval of Stock Option Plan Resolution approving the second amendment and restatement of Shopify Inc.'s Stock Option Plan and approving all unallocated options under the Stock Option Plan, as amended, all as disclosed in the Management Information Circular for the Meeting. 4. Approval of Long Term Incentive Plan Resolution approving the second amendment and restatement of Shopify Inc.'s Long Term Incentive Plan and approving all unallocated awards under the Long Term Incentive Plan, as amended, all as disclosed in the Management Information Circular for the Meeting. 5. Advisory Vote on Executive Compensation Non-binding advisory resolution that the shareholders accept Shopify Inc.'s approach to executive compensation as disclosed in the Management Information Circular for the Meeting. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/82509L/20210413/SECIN_466249.PDF |
| Facebook, Inc | FB | 30303M102 | 5/30/2021 | Vote on election of directors. To ratify the appointment of Ernst & Young LLP as Facebook, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2021. To approve an amendment to the director compensation policy. A shareholder proposal regarding dual class capital structure. A stockholder proposal regarding an independent chair. A shareholder proposal regarding child exploitation. A shareholder proposal regarding human/civil rights expert on board. A shareholder proposal regarding platform misuse. A shareholder proposal regarding public benefit corporation. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/30303M/20210401/NPS_466719/?page=1 |
| ETFMG PRIME CYBER SECURITY ETF | HACK | 26924G | 5/27/2021 | To approve the Agreement and Plan of Reorganization (the "Plan") approved by the Board of Trustees of ETF Managers Trust, which provides for the reorganization of the Target Funds into the corresponding acquiring funds (together, the "Acquiring Funds"), each a newly created series of ETF Series Solutions ("ESS") (the "Reorganization"). | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/MC6991/20210322/NPS_466533.PDF |
| Achieve Life Sciences Inc | ACHV | 004468 | 5/10/2021 | 1. Vote Board of Directors 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/004468/20210315/NPS_458969.PDF |
| United Parcel Services, inc | UPS | 911312 | 5/11/2021 | Various votes | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/911312/20210323/ARNPS_460538.PDF |
| Zebra Technologies Corp | ZBRA | 989207 | 5/13/2021 | 1. Vote Board of Directors 2. To ratify the appointment of E&Y LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. 3. Proposal to approve, by non-binding vote, compensation of named executive officers. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/989207/20210319/NPS_461049.PDF |
| JP Morgan Chase | JPM | 46625H | 5/17/2021 | 1. Election of directors. 2. Advisory resolution to approve executive compensation 3. Ratification of independent registered public accounting firm 4. Independent board chairman 5. Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021 6. Improve shareholder written consent 7. Political and electioneering expenditure congruency report 8. Gender/Racial pay equity | Porposed by the Issuer | For the proposals proposed by management and against the proposals proposed by security-holders | With management | |
| Opko Health Inc | OPK | 68375N103 | 6/23/2021 | • To elect directors to serve for the ensuing year and until their successors are elected and qualified • A non-binding advisory vote to approve the compensation paid to named executive officers of the Company ("Say on Pay"). •To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. | Porposed by the Issuer | For the proposal | With management | https://www.proxydocs.com/branding/966241/edocs/2021/brokers/ |
| Aveo Pharmaceuticals | AVEO | 53588109 | 6/18/2018 | Vote on election of directors | Proposed by the Issuer | For the proposals | With management | https://proxydocs.com/branding/965556/edocs/2021/brokers/ |
| To approve a non-binding advisory vote on executive compensation. Approve an amendment to the AVEO Pharmaceuticals, Inc. 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder. | ||||||||
| To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021. Approve the amendment and restatement of the 2010 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder from 76,400 to 576,400 and to make certain other changes. | ||||||||
| Laredo Petroleum Inc | LPI | 516806 | 5/19/2021 | To elect directors Advisory vote to approve the compensation of the named executive officers. The ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021 To approve amendments to the Laredo Petroleum, Inc. Omnibus Equity Incentive Plan to, among other items, (1) require a double trigger for payout in the event of a change in control and (2) increase the maximum number of shares of our common stock issuable under the plan from 1,492,500 shares to 2,432,500 shares To approve amendments to the Second Amended and Restated Certificate of Incorporation of Laredo Petroleum, Inc. to implement a majority voting standard for a stockholder vote to (1) amend certain provisions of the Charter, (2) amend the Bylaws or (3) remove a Director for cause. | Porposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/516806/20210323/NPS_461529/?page=1 |
| EXXON MOBIL CORP | XOM | 30231G | 5/25/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. Advisory Approval of Executive Compensation. 4. Independent Chairman. 5. Special Shareholder Meetings. 6. Report on Scenario Analysis. 7. Report on Environmental Expenditures. 8. Report on Political Contributions. 9. Report on Lobbying. 10. Report on Climate Lobbying. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://reenergizexom.com/protect-the-value-of-your-investment/ |
| Walmart Inc | WMT | 931142 | 6/1/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. Advisory Approval of Executive Compensation. 4. Report on Refrigerants Released from Operations. 5. Report on Lobbying Disclosures.. 6. Report on Alignment of Racial Justice Goals and Starting Wages. 7. Create a Pandemic Workforce Advisory Council. 8. Report on Statement of the Purpose of a Corporation. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://stock.walmart.com/investors/financial-information/annual-reports-and-proxies/default.aspx |
| Diamondback Energy | FANG | 25278X | 6/2/2021 | 1. Election of directors. 2. Proposal to approve, on an advisory basis, the compensation paid to the Company's named executive officers. 3. Proposal to approve an amendment to the Company's amended and restated certificate of incorporation to increase the total number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares.. 4. Proposal to approve the Company's 2021 Amended and Restated Equity Incentive Plan. 5. Proposal to ratify the appointment of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2021. | Proposed by the Issuer | For the proposal | With management | http://www.envisionreports.com/FANG/2021/28526MA21E/default.htm?voting=false |
| Garmin LTD | GRMN | H2906T | 6/3/2021 | 1. Approval of Garmin's 2020 Annual Report, including the consolidated financial statements of Garmin for the fiscal year ended December 26, 2020 and the statutory financial statements of Garmin for the fiscal year ended December 26, 2020. 2. Approval of the appropriation of available earnings. 3. Approval of the payment of a cash dividend in the aggregate amount of U.S. $2.68 per outstanding share out of Garmin's reserve from capital contribution in four equal installments. 4. Discharge of the members of the Board of Directors and the Executive Management from liability for the fiscal year ended December 26, 2020. Other Votes | Proposed by the Issuer | For the proposal | With management | https://central.proxyvote.com/pv/agnfwd/en_us |
| TJX Companies | TJX | 872540 | 6/7/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. Advisory approval of TJX's executive compensation (the say-on-pay vote). 4. Shareholder proposal for a report on animal welfare. 5. Shareholder proposal for setting target amounts for CEO compensation. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/872540/20210409/NPS_467280.PDF |
| Mercadolibre Inc | MELI | 58733R | 6/7/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2020. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/58733R/20210412/NPS_469333/?page=1 |
| MARKETAXESS HOLDINGS INC | MKTX | 57060D | 6/8/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/57060D/20210412/COMBO_467534.PDF |
| Target Corporation | TGT | 87612E | 6/8/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers 4. Shareholder proposal to amend the proxy access bylaw to remove the shareholder group limit. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/87612E/20210412/NPS_466275/?page=1 |
| General Motors | GM | 37045V | 6/13/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers 4. Shareholder Proposal Regarding Shareholder Written Consent. 5. Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions Targets as a Performance Element of Executive Compensation. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://investor.gm.com/shareholder |
| Mastercard Inc | MA | 57636Q | 6/21/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers 4. Approval of the amendment and restatement of the Mastercard Incorporated 2006 Long Term Incentive Plan. 5. Approval of the amendment and restatement of the Mastercard Incorporated 2006 Non-Employee Director Equity Compensation Plan. 6. Approval of amendments to Mastercard's Certificate of Incorporation to remove supermajority voting requirements. | Proposed by the Issuer | For the proposal | With management | https://mastercardannualmeeting.com/ |
| ETFMG PRIME CYBER SECURITY ETF | HACK | 26924G | 5/27/2021 | To approve the Agreement and Plan of Reorganization (the "Plan") approved by the Board of Trustees of ETF Managers Trust, which provides for the reorganization of the Target Funds into the corresponding acquiring funds (together, the "Acquiring Funds"), each a newly created series of ETF Series Solutions ("ESS") (the "Reorganization"). | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/MC6991/20210322/NPS_466533.PDF |
| First BanCorp | FBP | 318672 | 5/20/2021 | • To elect directors • To approve on a non-binding basis the 2020 compensation of First BanCorp's named executive officers. • To ratify the appointment of Crowe LLP as our independent registered public accounting firm for our 2021 fiscal year. | Proposed by the Issuer | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/318672/20210331/NPS_463422/?page=1 |
| Chevron Corp | CVX | 166764 | 5/25/2021 | • Vote on election of directors • Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm. • Advisory Vote to Approve Named Executive Officer Compensation. • Reduce Scope 3 Emissions. • Report on Impacts of Net Zero 2050 Scenario. • Shift to Public Benefit Corporation. • Report on Lobbying. • Independent Chair. • Special Meetings. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/166764/20210330/NPS_462665.PDF |
| Facebook, Inc | FB | 30303M102 | 5/30/2021 | Vote on election of directors. To ratify the appointment of Ernst & Young LLP as Facebook, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2021. To approve an amendment to the director compensation policy. A shareholder proposal regarding dual class capital structure. A stockholder proposal regarding an independent chair. A shareholder proposal regarding child exploitation. A shareholder proposal regarding human/civil rights expert on board. A shareholder proposal regarding platform misuse. A shareholder proposal regarding public benefit corporation. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/30303M/20210401/NPS_466719/?page=1 |
| Paypal Holdings, Inc | PYPL | 70450Y103 | 5/25/2021 | Vote on election of directors Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2021. Advisory vote to approve the compensation of our named executive officers. Stockholder proposal - Stockholder right to act by written consent. Stockholder Proposal - Assessing Inclusion in the Workplace. | Mixed proposals (both Issuer and security-holder) | For the proposals proposed by management and against the proposals proposed by security-holders | With management | https://materials.proxyvote.com/Approved/70450Y/20210330/NPS_464176/?page=1 |
| Diamondback Energy | FANG | 25278X | 6/2/2021 | 1. Election of directors. 2. Proposal to approve, on an advisory basis, the compensation paid to the Company's named executive officers. 3. Proposal to approve an amendment to the Company's amended and restated certificate of incorporation to increase the total number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares.. 4. Proposal to approve the Company's 2021 Amended and Restated Equity Incentive Plan. 5. Proposal to ratify the appointment of Grant Thornton LLP as the Company's independent auditors for the fiscal year ending December 31, 2021. | Proposed by the Issuer | For the proposal | With management | http://www.envisionreports.com/FANG/2021/28526MA21E/default.htm?voting=false |
| MARKETAXESS HOLDINGS INC | MKTX | 57060D | 6/8/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/57060D/20210412/COMBO_467534.PDF |
| Heron Therapeuthics | HRTX | 427746102 | 6/17/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, compensation paid to our Named Executive Officers during the year ended December 31, 2020. 4. To amend the Company's 2007 Amended and Restated Equity Incentive Plan (the "2007 Plan") to increase the number of shares of common stock authorized for issuance thereunder from 25,800,000 to 27,800,000. 5. To amend the Company's 1997 Employee Stock Purchase Plan, as amended (the "ESPP") to increase the number of shares of common stock authorized for issuance thereunder from 775,000 to 975,000. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/427746/20210420/NPS_467499.PDF |
| NIO Inc | NIO | 62914V | 5/26/2021 | AS A SPECIAL RESOLUTION, THAT the Company's Eleventh Amended and Restated Memorandum and Articles of Association (the "Current M&AA") be amended and restated by the deletion in their entirety and by the substitution in their place of the Twelfth Amended and Restated Memorandum and Articles of Association, substantially in the form attached hereto as Exhibit A (the "Amended and Restated M&AA"). | Proposed by the Issuer | For the proposal | With management | |
| Cargurus Inc | CARG | 141788 | 6/1/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/141788/20210406/NPS_465413.PDF |
| Constellation Pharmaceuticals Inc | CNST | 210373 | 6/1/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers. 4. To approve, on an advisory basis, the frequency of future advisory votes on executive compensation. | Proposed by the Issuer | For the proposal | With management | https://www.proxydocs.com/branding/965497/edocs/2021/brokers/ |
| WIRELESS TELECOM GROUP, INC | WTT | 976524 | 6/2/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers. 4. Approval of the 2021 Long-Term Incentive Plan. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/976524/20210416/NPS_466270.PDF |
| NVIDIA Corp | NVDA | 67066G | 6/2/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers. 4. Approval of an amendment to our charter to increase the number of authorized shares of common stock from 2 billion shares to 4 billion shares. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/67066G/20210405/COMBO_466520/?page=1 |
| TRACON PHARMACEUTICALS, INC | TCON | 89237H | 6/6/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To indicate, on an advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of the Company's named executive officers. 4. To approve an amendment to the Tracon Pharmaceuticals, Inc. 2015 Equity Incentive Plan. 5. To approve an amendment to the Tracon Pharmaceuticals, Inc. 2015 Employee Stock Purchase Plan. 6. To approve, on an advisory basis, the compensation of the Company's named executive officers. | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/89237H/20210420/NPS_467905.PDF |
| Sientra Inc | SIEN | 82621J105 | 6/9/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers | Proposed by the Issuer | For the proposal | With management | https://materials.proxyvote.com/Approved/82621J/20210420/NPS_467766/?page=1 |
| Impinj, Inc | PI | 453204 | 6/9/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers | Proposed by the Issuer | For the proposal | With management | https://www.astproxyportal.com/ast/20867/ |
| WINDTREE THERAPEUTICS, INC | WINT | 97382D | 6/14/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. 3. To approve, on an advisory basis, the compensation of our named executive officers. 4. To approve, on an advisory basis, the frequency of future advisory votes on executive compensation. | Proposed by the Issuer | For the proposal | With management | https://www.sec.gov/Archives/edgar/data/946486/000143774921010496/wint20210428_def14a.htm |
| APOLLO ENDOSURGERY, INC | APEN | 03767D | 6/16/2021 | 1. Election of directors. 2. Ratification of Appointment of Public Accounting Firm. | Proposed by the Issuer | For the proposal | With management | https://www.proxydocs.com/branding/965541/edocs/2021/brokers/ |
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SIGNATURE
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.
| X-Square Balanced Fund, LLC | |||
| By: | /s/ Ignacio Canto | ||
| Ignacio Canto | |||
| President (Principal Executive Officer) | |||
| Date: | August 13, 2021 |
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