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: 811-23475
ALTSHARES TRUST
(exact name of registrant as specified in charter)
41 Madison Avenue, 42nd Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
John S. Orrico
Water Island Capital, LLC
41 Madison Avenue
42nd Floor
New York, NY 10010
(Name and address of agent for service)
Registrant’s Telephone Number, including Area Code: 855-955-1607
Date of fiscal year end: May 31
Date of reporting period: June 30, 2020 - June 30, 2021
Item 1 – Proxy Voting Record.
ALTSHARES MERGER ARBITRAGE ETF
Investment Company Report
ALACER GOLD CORP.
Security | 010679108 | Meeting Type | Special |
Ticker Symbol | ALIAF | Meeting Date | 10-Jul-2020 |
ISIN | CA0106791084 | Agenda | 935237051 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | To consider and, if thought advisable, to pass, with or without variation, a special resolution (the "Alacer Arrangement Resolution") to approve a plan of arrangement pursuant to section 195 of the Business Corporations Act (Yukon) involving SSR Mining Inc. ("SSR"), Alacer and the holders of common shares of Alacer. The full text of the Alacer Arrangement Resolution is set forth in Appendix B to the joint management information circular of SSR and Alacer (the "Circular"). | | Management | | For | | For | | For |
E*TRADE FINANCIAL CORPORATION
Security | 269246401 | Meeting Type | Special |
Ticker Symbol | ETFC | Meeting Date | 17-Jul-2020 |
ISIN | US2692464017 | Agenda | 935240298 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Proposal to adopt the Agreement and Plan of Merger, dated as of February 20, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Morgan Stanley, Moon-Eagle Merger Sub, Inc. and E*TRADE Financial Corporation ("E*TRADE"). | | Management | | For | | For | | For |
2. | | Proposal to approve, on an advisory (non- binding) basis, certain compensation that may be paid or become payable to E*TRADE's named executive officers in connection with the merger. | | Management | | For | | For | | For |
3. | | Proposal to adjourn the E*TRADE special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement proposal if there are not sufficient votes at the time of such adjournment to adopt the merger agreement. | | Management | | For | | For | | For |
CAESARS ENTERTAINMENT CORPORATION
Security | 127686103 | Meeting Type | Annual |
Ticker Symbol | CZR | Meeting Date | 24-Jul-2020 |
ISIN | US1276861036 | Agenda | 935241860 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Election of Director: Thomas Benninger | | Management | | Abstain | | For | | Against |
1B. | | Election of Director: Jan Jones Blackhurst | | Management | | Abstain | | For | | Against |
1C. | | Election of Director: Juliana Chugg | | Management | | Abstain | | For | | Against |
1D. | | Election of Director: Denise Clark | | Management | | Abstain | | For | | Against |
1E. | | Election of Director: Keith Cozza | | Management | | Abstain | | For | | Against |
1F. | | Election of Director: John Dionne | | Management | | Abstain | | For | | Against |
1G. | | Election of Director: James Hunt | | Management | | Abstain | | For | | Against |
1H. | | Election of Director: Don Kornstein | | Management | | Abstain | | For | | Against |
1I. | | Election of Director: Courtney Mather | | Management | | Abstain | | For | | Against |
1J. | | Election of Director: James Nelson | | Management | | Abstain | | For | | Against |
1K. | | Election of Director: Anthony Rodio | | Management | | Abstain | | For | | Against |
2. | | To approve, on an advisory, non-binding basis, named executive officer compensation. | | Management | | Abstain | | For | | Against |
3. | | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. | | Management | | Abstain | | For | | Against |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Annual |
Ticker Symbol | TCO | Meeting Date | 28-Jul-2020 |
ISIN | US8766641034 | Agenda | 935246240 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | DIRECTOR | | Management | | | | | | |
| | 1 Mayree C. Clark | | | | For | | For | | For |
| | 2 Michael J. Embler | | | | For | | For | | For |
| | 3 Janice L. Fields | | | | For | | For | | For |
| | 4 Michelle J. Goldberg | | | | For | | For | | For |
| | 5 Nancy Killefer | | | | For | | For | | For |
| | 6 Cia Buckley Marakovits | | | | For | | For | | For |
| | 7 Robert S. Taubman | | | | For | | For | | For |
| | 8 Ronald W. Tysoe | | | | For | | For | | For |
| | 9 Myron E. Ullman, III | | | | For | | For | | For |
2. | | Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2020. | | Management | | For | | For | | For |
3. | | Advisory approval of the named executive officer compensation. | | Management | | For | | For | | For |
ROCKROSE ENERGY PLC
Security | G76167108 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | RRE | Meeting Date | 17-Aug-2020 |
ISIN | GB00BYNFCH09 | Agenda | 712981768 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | TO AUTHORISE THE DIRECTORS TO TAKE ALL SUCH ACTION TO CARRY THE ACQUISITION AND SCHEME INTO EFFECT | | Management | | For | | For | | For |
2 | | TO APPROVE AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION | | Management | | For | | For | | For |
3 | | CONDITIONAL UPON THE SCHEME HAVING BECOME EFFECTIVE AND THE CANCELLATION OF TRADING OF THE ROCKROSE SHARES ON THE LONDON STOCK EXCHANGE'S MAIN MARKET FOR LISTED SECURITIES AND THE CANCELLATION OF THE LISTING OF ROCKROSE SHARES ON THE OFFICIAL LIST IN EACH CASE BEING EFFECTED, TO APPROVE THE RE-REGISTRATION OF THE COMPANY AS A PRIVATE COMPANY WITH THE NAME "ROCKROSE ENERGY LIMITED" | | Management | | For | | For | | For |
ROCKROSE ENERGY PLC
Security | G76167108 | Meeting Type | Court Meeting |
Ticker Symbol | RRE | Meeting Date | 17-Aug-2020 |
ISIN | GB00BYNFCH09 | Agenda | 712982164 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE- ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT | | Non-Voting | | | | | | |
| | | | | | | | | | |
1 | | APPROVAL OF SCHEME OF ARRANGEMENT | | Management | | For | | For | | For |
CINCINNATI BELL INC.
Security | 171871502 | Meeting Type | Annual |
Ticker Symbol | CBB | Meeting Date | 24-Sep-2020 |
ISIN | US1718715022 | Agenda | 935257217 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Election of Director for one-year term expiring in 2021: Meredith J. Ching | | Management | | For | | For | | For |
1B. | | Election of Director for one-year term expiring in 2021: Walter A. Dods, Jr. | | Management | | For | | For | | For |
1C. | | Election of Director for one-year term expiring in 2021: John W. Eck | | Management | | For | | For | | For |
1D. | | Election of Director for one-year term expiring in 2021: Leigh R. Fox | | Management | | For | | For | | For |
1E. | | Election of Director for one-year term expiring in 2021: Jakki L. Haussler | | Management | | For | | For | | For |
1F. | | Election of Director for one-year term expiring in 2021: Craig F. Maier | | Management | | For | | For | | For |
1G. | | Election of Director for one-year term expiring in 2021: Russel P. Mayer | | Management | | For | | For | | For |
1H. | | Election of Director for one-year term expiring in 2021: Theodore H. Torbeck | | Management | | For | | For | | For |
1I. | | Election of Director for one-year term expiring in 2021: Lynn A. Wentworth | | Management | | For | | For | | For |
1J. | | Election of Director for one-year term expiring in 2021: Martin J. Yudkovitz | | Management | | For | | For | | For |
2. | | Approval, by a non-binding advisory vote, of our executive officers' compensation. | | Management | | For | | For | | For |
3. | | Ratification of our Audit and Finance Committee's appointment of our independent registered public accounting firm for 2020. | | Management | | For | | For | | For |
CNX MIDSTREAM PARTNERS LP
Security | 12654A101 | Meeting Type | Consent |
Ticker Symbol | CNXM | Meeting Date | 26-Sep-2020 |
ISIN | US12654A1016 | Agenda | 935269589 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | The undersigned, being a holder of record as of the Record Date of CNXM Limited Partner Interests, hereby consents to and approves, by written consent without a meeting, the Merger Agreement (as defined below) and the transactions contemplated thereby, including the Merger (as defined below). | | Management | | Against | | For | | Against |
IPL PLASTICS INC.
Security | 44987Y100 | Meeting Type | Special |
Ticker Symbol | IPLPF | Meeting Date | 28-Sep-2020 |
ISIN | CA44987Y1007 | Agenda | 935264313 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | The special resolution, the full text of which is set forth in Appendix B to the Company's management information circular dated August 18, 2020 in connection with the Meeting (the "Circular"), to approve an arrangement under Section 192 of the Canada Business Corporations Act, all as more particularly described in the Circular. | | Management | | For | | For | | For |
NATIONAL GENERAL HOLDINGS CORP.
Security | 636220303 | Meeting Type | Special |
Ticker Symbol | NGHC | Meeting Date | 30-Sep-2020 |
ISIN | US6362203035 | Agenda | 935267434 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of July 7, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among National General Holdings Corp., a Delaware corporation (the "Company"), The Allstate Corporation, a Delaware corporation ("Parent"), and Bluebird Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Company (the "Merger"). | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, the compensation payments that will or may be paid or become payable to the Company's named executive officers and that are based on or otherwise relate to the Merger and the agreements and understandings pursuant to which such compensation will or may be paid or become payable. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum. | | Management | | For | | For | | For |
VIVINT SOLAR, INC.
Security | 92854Q106 | Meeting Type | Special |
Ticker Symbol | VSLR | Meeting Date | 01-Oct-2020 |
ISIN | US92854Q1067 | Agenda | 935269503 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of July 6, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Sunrun Inc., Viking Merger Sub, Inc. and Vivint Solar, Inc. ("Vivint Solar") (the "Vivint Solar merger proposal"). | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Vivint Solar to certain of its named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement. | | Management | | For | | For | | For |
3. | | To adjourn the virtual special meeting of stockholders of Vivint Solar to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the virtual special meeting to approve the Vivint Solar merger proposal. | | Management | | For | | For | | For |
NOBLE ENERGY, INC.
Security | 655044105 | Meeting Type | Special |
Ticker Symbol | NBL | Meeting Date | 02-Oct-2020 |
ISIN | US6550441058 | Agenda | 935267422 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of July 20, 2020 (as may be amended from time to time, the "merger agreement"), by and among Chevron Corporation, Chelsea Merger Sub Inc. and Noble Energy, Inc. ("Noble Energy"). | | Management | | For | | For | | For |
2. | | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Noble Energy's named executive officers that is based on or otherwise related to the merger. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. | | Management | | For | | For | | For |
MAXIM INTEGRATED PRODUCTS, INC.
Security | 57772K101 | Meeting Type | Special |
Ticker Symbol | MXIM | Meeting Date | 08-Oct-2020 |
ISIN | US57772K1016 | Agenda | 935270455 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of July 12, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among Analog Devices, Inc. ("Analog Devices"), Magneto Corp., a Delaware corporation and wholly- owned subsidiary of Analog Devices, and Maxim Integrated Products, Inc. ("Maxim" and, this proposal, the "Maxim merger proposal"). | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Maxim's named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the "Maxim compensation proposal"). | | Management | | For | | For | | For |
3. | | To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Maxim merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Maxim stockholders (the "Maxim adjournment proposal"). | | Management | | For | | For | | For |
SDL PLC
Security | G79433127 | Meeting Type | Court Meeting |
Ticker Symbol | SDL | Meeting Date | 09-Oct-2020 |
ISIN | GB0009376368 | Agenda | 713136643 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE- ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. | | Non-Voting | | | | | | |
1 | | FOR THE PURPOSES OF CONSIDERING AND. IF THOUGHT FIT. APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 BETWEEN THE COMPANY AND THE SDL SCHEME SHAREHOLDERS REFERRED TO IN THE NOTICE CONVENING THE COURT MEETING (AS DEFINED BELOW) (THE "SCHEME") | | Management | | | | For | | |
CMMT | | 21 SEP 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
SDL PLC
Security | G79433127 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | SDL | Meeting Date | 09-Oct-2020 |
ISIN | GB0009376368 | Agenda | 713136655 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | FOR THE PURPOSE IN EACH CASE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT: (A) TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL NECESSARY AND APPROPRIATE ACTION; (B) TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY; (C) TO (I) RE-REGISTER THE COMPANY AS A PRIVATE LIMITED COMPANY AND (II) AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY ACCORDINGLY TO REFLECT THE CHANGE OF THE NAME OF THE COMPANY TO "SDL LIMITED" AND THE RE-REGISTRATION AS A PRIVATE LIMITED COMPANY; AND (D) TO CAPITALISE A SUM NOT EXCEEDING GBP 40,000 STANDING TO THE CREDIT OF THE COMPANY'S SHARE PREMIUM ACCOUNT AND FOR THE DIRECTORS OF THE COMPANY TO APPLY SUCH SUM IN PAYING UP IN WHOLE OR IN PART SUBSCRIPTIONS FOR SHARES PURSUANT TO THE TERMS OF ANY EMPLOYEE SHARE SCHEMES OF THE COMPANY: ARTICLE 154 | | Management | | | | For | | |
MAJESCO
Security | 56068V102 | Meeting Type | Consent |
Ticker Symbol | MJCO | Meeting Date | 12-Oct-2020 |
ISIN | US56068V1026 | Agenda | 935266773 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve the Amended and Restated Agreement and Plan of Merger dated August 8, 2020, by and among Majesco, Magic Intermediate, LLC and Magic Merger Sub, Inc. ("Merger Sub"), as the same may be amended or supplemented from time to time (the "Merger Agreement"), and the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Majesco. | | Management | | For | | For | | For |
VARIAN MEDICAL SYSTEMS, INC.
Security | 92220P105 | Meeting Type | Special |
Ticker Symbol | VAR | Meeting Date | 15-Oct-2020 |
ISIN | US92220P1057 | Agenda | 935274821 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve and adopt the Agreement and Plan of Merger, dated as of August 2, 2020 (as it may be amended from time to time, the "merger agreement"). | | Management | | For | | For | | For |
2. | | To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the merger agreement. | | Management | | For | | For | | For |
3. | | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Varian's named executive officers that is based on or otherwise relates to the merger. | | Management | | For | | For | | For |
JERNIGAN CAPITAL, INC.
Security | 476405105 | Meeting Type | Special |
Ticker Symbol | JCAP | Meeting Date | 26-Oct-2020 |
ISIN | US4764051052 | Agenda | 935278780 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve the merger of NexPoint RE Merger, Inc. with and into Jernigan Capital, Inc., and the other transactions contemplated by the Agreement and Plan of Merger, dated as of August 3, 2020 and as it may be amended from time to time, among Jernigan Capital, Inc., Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. and NexPoint RE Merger OP, LLC, as more particularly described in the Proxy Statement. | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, as more particularly described in the Proxy Statement. | | Management | | For | | For | | For |
3. | | To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger and the other transactions contemplated by the merger agreement. | | Management | | For | | For | | For |
WRIGHT MEDICAL GROUP N V
Security | N96617118 | Meeting Type | Annual |
Ticker Symbol | WMGI | Meeting Date | 28-Oct-2020 |
ISIN | NL0011327523 | Agenda | 935270936 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. | | Management | | For | | For | | For |
1B. | | Appointment of David D. Stevens for non- executive director. Mark "For" to appoint Stevens. | | Management | | For | | For | | For |
1C. | | Appointment of Gary D. Blackford for non- executive director. Mark "For" to appoint Blackford. | | Management | | For | | For | | For |
1D. | | Appointment of J. Patrick Mackin for non-executive director. Mark "For" to appoint Mackin. | | Management | | For | | For | | For |
1E. | | Appointment of John L. Miclot for non-executive director. Mark "For" to appoint Miclot. | | Management | | For | | For | | For |
1F. | | Appointment of Kevin C. O'Boyle for non- executive director. Mark "For" to appoint O'Boyle. | | Management | | For | | For | | For |
1G. | | Appointment of Amy S. Paul for non-executive director. Mark "For" to appoint Paul. | | Management | | For | | For | | For |
1H. | | Appointment of Richard F. Wallman for non-executive director. Mark "For" to appoint Wallman. | | Management | | For | | For | | For |
1I. | | Appointment of Elizabeth H. Weatherman for non-executive director. Mark "For" to appoint Weatherman. | | Management | | For | | For | | For |
2. | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. | | Management | | For | | For | | For |
3. | | Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. | | Management | | For | | For | | For |
4. | | Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. | | Management | | For | | For | | For |
5. | | Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. | | Management | | For | | For | | For |
6. | | Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. | | Management | | For | | For | | For |
7. | | Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. | | Management | | For | | For | | For |
8. | | Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. | | Management | | For | | For | | For |
9. | | Approval, on an advisory basis, of our executive compensation. | | Management | | For | | For | | For |
WRIGHT MEDICAL GROUP N V | | | | |
| | | | | | |
Security | | N96617118 | | Meeting Type | | Annual |
Ticker Symbol | | WMGI | | Meeting Date | | 28-Oct-2020 |
ISIN | | NL0011327523 | | Agenda | | 935282094 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. | | Management | | For | | For | | For |
1B. | | Appointment of David D. Stevens for non-executive director. Mark "For" to appoint Stevens. | | Management | | For | | For | | For |
1C. | | Appointment of Gary D. Blackford for non-executive director. Mark "For" to appoint Blackford. | | Management | | For | | For | | For |
1D. | | Appointment of J. Patrick Mackin for non-executive director. Mark "For" to appoint Mackin. | | Management | | For | | For | | For |
1E. | | Appointment of John L. Miclot for non-executive director. Mark "For" to appoint Miclot. | | Management | | For | | For | | For |
1F. | | Appointment of Kevin C. O'Boyle for non-executive director. Mark "For" to appoint O'Boyle. | | Management | | For | | For | | For |
1G. | | Appointment of Amy S. Paul for non-executive director. Mark "For" to appoint Paul. | | Management | | For | | For | | For |
1H. | | Appointment of Richard F. Wallman for non-executive director. Mark "For" to appoint Wallman. | | Management | | For | | For | | For |
1I. | | Appointment of Elizabeth H. Weatherman for non-executive director. Mark "For" to appoint Weatherman. | | Management | | For | | For | | For |
2. | | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. | | Management | | For | | For | | For |
3. | | Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. | | Management | | For | | For | | For |
4. | | Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. | | Management | | For | | For | | For |
5. | | Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. | | Management | | For | | For | | For |
6. | | Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. | | Management | | For | | For | | For |
7. | | Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. | | Management | | For | | For | | For |
8. | | Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. | | Management | | For | | For | | For |
9. | | Approval, on an advisory basis, of our executive compensation. | | Management | | For | | For | | For |
LIVONGO HEALTH, INC. | | | | | | |
| | | | | | |
Security | | 539183103 | | Meeting Type | | Special |
Ticker Symbol | | LVGO | | Meeting Date | | 29-Oct-2020 |
ISIN | | US5391831030 | | Agenda | | 935274302 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Approval of Livongo Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of August 5, 2020, by and among Teladoc Health, Inc. ("Teladoc"), Livongo Health, Inc. ("Livongo") and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc (such agreement, the "merger agreement" and such proposal, the "Livongo merger agreement proposal"). | | Management | | Abstain | | For | | Against |
2. | | Approval of Livongo Compensation Proposal: To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Livongo's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "Livongo compensation proposal"). | | Management | | Abstain | | For | | Against |
3. | | Approval of Livongo Adjournment Proposal: To approve the adjournment of the Livongo stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the Livongo stockholder meeting to approve the Livongo merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Livongo stockholders (the "Livongo adjournment proposal"). | | Management | | Abstain | | For | | Against |
MAXIM INTEGRATED PRODUCTS, INC. | | | | |
| | | | |
Security | | 57772K101 | | Meeting Type | | Annual |
Ticker Symbol | | MXIM | | Meeting Date | | 05-Nov-2020 |
ISIN | | US57772K1016 | | Agenda | | 935275506 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Election of Director: William P. Sullivan | | Management | | For | | For | | For |
1B. | | Election of Director: Tunc Doluca | | Management | | For | | For | | For |
1C. | | Election of Director: Tracy C. Accardi | | Management | | For | | For | | For |
1D. | | Election of Director: James R. Bergman | | Management | | For | | For | | For |
1E. | | Election of Director: Joseph R. Bronson | | Management | | For | | For | | For |
1F. | | Election of Director: Robert E. Grady | | Management | | For | | For | | For |
1G. | | Election of Director: Mercedes Johnson | | Management | | For | | For | | For |
1H. | | Election of Director: William D. Watkins | | Management | | For | | For | | For |
1I. | | Election of Director: MaryAnn Wright | | Management | | For | | For | | For |
2. | | To ratify the appointment of PricewaterhouseCoopers LLP as Maxim Integrated's independent registered public accounting firm for the fiscal year ending June 26, 2021. | | Management | | For | | For | | For |
3. | | Advisory vote to approve named executive officer compensation. | | Management | | For | | For | | For |
SUNRISE COMMUNICATIONS GROUP AG | | |
| | |
Security | | H8365C107 | | Meeting Type | | ExtraOrdinary General Meeting |
Ticker Symbol | | SRCG | | Meeting Date | | 09-Nov-2020 |
ISIN | | CH0565630669 | | Agenda | | 713247648 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS ARE REQUIRED FOR THIS MEETING. IF-NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.-THANK YOU. | | Non-Voting | | | | | | |
CMMT | | PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE-REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE | | Non-Voting | | | | | | |
1.1.1 | | ELECT MIKE FRIES AS DIRECTOR | | Management | | Abstain | | For | | Against |
1.1.2 | | ELECT BAPTIEST COOPMANS AS DIRECTOR | | Management | | Abstain | | For | | Against |
1.1.3 | | ELECT MIRANDA CURTIS AS DIRECTOR | | Management | | Abstain | | For | | Against |
1.1.4 | | ELECT MANUEL KOHNSTAMM AS DIRECTOR | | Management | | Abstain | | For | | Against |
1.1.5 | | ELECT ANDREA SALVATO AS DIRECTOR | | Management | | Abstain | | For | | Against |
1.1.6 | | ELECT MARISA DREW AS DIRECTOR | | Management | | Abstain | | For | | Against |
1.1.7 | | ELECT THOMAS MEYER AS DIRECTOR | | Management | | Abstain | | For | | Against |
1.1.8 | | ELECT JOSEPH DEISS AS DIRECTOR | | Management | | Abstain | | For | | Against |
1.1.9 | | ELECT MIKE FRIES AS BOARD CHAIRMAN | | Management | | Abstain | | For | | Against |
1.2.1 | | APPOINT MIRANDA CURTIS AS MEMBER OF THE COMPENSATION COMMITTEE | | Management | | Abstain | | For | | Against |
1.2.2 | | APPOINT MANUEL KOHNSTAMM AS MEMBER OF THE COMPENSATION COMMITTEE | | Management | | Abstain | | For | | Against |
1.2.3 | | APPOINT ANDREA SALVATO AS MEMBER OF THE COMPENSATION COMMITTEE | | Management | | Abstain | | For | | Against |
1.2.4 | | APPOINT MIRANDA CURTIS AS CHAIRMAN OF THE COMPENSATION COMMITTEE | | Management | | Abstain | | For | | Against |
2 | | APPROVE DELISTING OF SHARES FROM SIX SWISS EXCHANGE | | Management | | Abstain | | For | | Against |
MONTAGE RESOURCES CORPORATION | | |
| | |
Security | | 61179L100 | | Meeting Type | | Special |
Ticker Symbol | | MR | | Meeting Date | | 12-Nov-2020 |
ISIN | | US61179L1008 | | Agenda | | 935284365 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of August 12, 2020, by and between Southwestern Energy Company and Montage Resources Corporation ("Montage") (the "Merger Proposal"). | | Management | | For | | For | | For |
2. | | To approve, on an advisory (non-binding) basis, the payments that will or may be paid to Montage's named executive officers in connection with the merger. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to Montage stockholders. | | Management | | For | | For | | For |
VIRTUSA CORPORATION | | | | |
| | | | |
Security | | 92827P102 | | Meeting Type | | Special |
Ticker Symbol | | VRTU | | Meeting Date | | 20-Nov-2020 |
ISIN | | US92827P1021 | | Agenda | | 935287866 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of September 9, 2020 (as it may be amended, supplemented or otherwise modified from time to time, the "merger agreement"), by and among Austin HoldCo Inc., a Delaware corporation ("Parent"), Austin BidCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and Virtusa Corporation, a Delaware corporation ("Virtusa" or the "Company"), pursuant to which Sub will be merged with and into the Company (the "merger"). | | Management | | For | | For | | For |
2. | | To approve an advisory, non-binding proposal to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with the consummation of the merger. | | Management | | For | | For | | For |
3. | | To approve a proposal to adjourn or postpone the special meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal. | | Management | | For | | For | | For |
MOBILEIRON, INC. | | | | |
| | | | |
Security | | 60739U204 | | Meeting Type | | Special |
Ticker Symbol | | MOBL | | Meeting Date | | 24-Nov-2020 |
ISIN | | US60739U2042 | | Agenda | | 935290964 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated September 26, 2020, by and among MobileIron, Ivanti, Inc. and Oahu Merger Sub, Inc. (the "merger agreement"). | | Management | | For | | For | | For |
2. | | To consider and vote on the proposal to approve, on a non- binding, advisory basis, the compensation that will or may become payable by MobileIron to its named executive officers in connection with the merger of Oahu Merger Sub, Inc., a wholly owned subsidiary of Ivanti, Inc., with and into MobileIron pursuant to the merger agreement (the "merger"). | | Management | | For | | For | | For |
3. | | To consider and vote on any proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. | | Management | | For | | For | | For |
HUDSON LTD.
Security | G46408103 | Meeting Type | Special |
Ticker Symbol | HUD | Meeting Date | 30-Nov-2020 |
ISIN | BMG464081030 | Agenda | 935293706 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve and adopt the merger agreement and statutory merger agreement between Hudson Ltd., Dufry AG and Dufry Holdco Ltd. and the transactions contemplated thereby, including the merger pursuant to which Hudson Ltd. will become an indirect wholly owned subsidiary of Dufry AG. | | Management | | For | | For | | For |
GCI LIBERTY, INC.
Security | 36164V305 | Meeting Type | Special |
Ticker Symbol | GLIBA | Meeting Date | 15-Dec-2020 |
ISIN | US36164V3050 | Agenda | 935296194 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | A proposal to approve the adoption of the Agreement and Plan of Merger, dated August 6, 2020 (as may be amended from time to time), by and among Liberty Broadband Corporation, GCI Liberty, Inc., Grizzly Merger Sub 1, LLC and Grizzly Merger Sub 2, Inc. | | Management | | For | | For | | For |
2. | | A proposal to approve the adjournment of the GCI Liberty, Inc. special meeting from time to time to solicit additional proxies in favor of Proposal 1 if there are insufficient votes at the time of such adjournment to approve that proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate. | | Management | | For | | For | | For |
CPL RESOURCES PLC
Security | G4817M109 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | CPL | Meeting Date | 18-Dec-2020 |
ISIN | IE0007214426 | Agenda | 713427260 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | | Non-Voting | | | | | | |
1 | | AMENDMENT OF MEMORANDUM OF ASSOCIATION | | Management | | For | | For | | For |
2 | | APPROVAL OF THE SCHEME OF ARRANGEMENT | | Management | | For | | For | | For |
3 | | AMENDMENT OF ARTICLES OF ASSOCIATION | | Management | | For | | For | | For |
4 | | ADJOURNMENT OF THE EGM | | Management | | For | | For | | For |
CPL RESOURCES PLC
Security | G4817M109 | Meeting Type | Court Meeting |
Ticker Symbol | CPL | Meeting Date | 18-Dec-2020 |
ISIN | IE0007214426 | Agenda | 713427272 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | | Non-Voting | | | | | | |
1 | | TO APPROVE THE SCHEME OF ARRANGEMENT | | Management | | For | | For | | For |
BMC STOCK HOLDINGS, INC.
Security | 05591B109 | Meeting Type | Special |
Ticker Symbol | BMCH | Meeting Date | 22-Dec-2020 |
ISIN | US05591B1098 | Agenda | 935306464 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Adoption of the Agreement and Plan of Merger, dated as of August 26, 2020 (the "Merger Agreement"), by and among BMC Stock Holdings, Inc., Builders FirstSource, Inc. and Boston Merger Sub I Inc. | | Management | | For | | For | | For |
2. | | Approval, on an advisory (non-binding) basis, of the executive officer compensation that will or may be paid to named executive officers of BMC Stock Holdings, Inc. in connection with the transactions contemplated by the Merger Agreement. | | Management | | For | | For | | For |
3. | | Approval of the adjournment of the stockholder meeting to solicit additional proxies if, within three business days prior to the date of the stockholder meeting, there are not sufficient votes to approve Proposal 1, or if BMC Stock Holdings, Inc. is otherwise required or permitted to do so pursuant to the Merger Agreement, or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to stockholders. | | Management | | For | | For | | For |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Special |
Ticker Symbol | TCO | Meeting Date | 28-Dec-2020 |
ISIN | US8766641034 | Agenda | 935314675 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. | | Management | | For | | For | | For |
3. | | To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. | | Management | | For | | For | | For |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Special |
Ticker Symbol | TCO | Meeting Date | 28-Dec-2020 |
ISIN | US8766641034 | Agenda | 935318685 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. | | Management | | For | | For | | For |
3. | | To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. | | Management | | For | | For | | For |
TIFFANY & CO.
Security | 886547108 | Meeting Type | Special |
Ticker Symbol | TIF | Meeting Date | 30-Dec-2020 |
ISIN | US8865471085 | Agenda | 935313053 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, (the "merger agreement"), by and among the Tiffany & Co. (the "Company"), LVMH Moët Hennessy- Louis Vuitton SE, a societas Europaea (European company) organized under the laws of France ("Parent"), Breakfast Holdings Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Holding"), and Breakfast Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Holding ("Merger Sub"). | | Management | | For | | For | | For |
2. | | The compensation proposal - To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger. | | Management | | For | | For | | For |
3. | | N/A | | Management | | For | | None | | |
AMERICAN RENAL ASSOCIATES HOLDINGS, INC.
Security | 029227105 | Meeting Type | Special |
Ticker Symbol | ARA | Meeting Date | 14-Jan-2021 |
ISIN | US0292271055 | Agenda | 935318281 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To consider and vote on a proposal to adopt the Merger Agreement dated October 1, 2020 (as it may be amended from time to time), by and among American Renal Associates Holdings, Inc. (the "Company"), IRC Superman Midco, LLC ("IRC") (an affiliate of Nautic Partners, LLC) and Superman Merger Sub, Inc., a wholly owned subsidiary of IRC ("Merger Sub"), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of IRC (the "Merger Proposal"). | | Management | | For | | For | | For |
2. | | To consider and vote on a proposal to approve the continuation, postponement or adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting. | | Management | | For | | For | | For |
ENDURANCE INTERNATIONAL GROUP HOLDINGS
Security | 29272B105 | Meeting Type | Special |
Ticker Symbol | EIGI | Meeting Date | 14-Jan-2021 |
ISIN | US29272B1052 | Agenda | 935317986 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of November 1, 2020, as it may be amended from time to time in accordance with its terms (the "merger agreement"), by and among Endurance International Group Holdings, Inc., Razorback Technology Intermediate Holdings, Inc. and Razorback Technology, Inc. | | Management | | For | | For | | For |
2. | | To approve, on a nonbinding advisory basis, the "golden parachute" compensation that will or may become payable to Endurance International Group Holdings, Inc.'s named executive officers in connection with the merger of Endure Digital, Inc. (formerly known as Razorback Technology, Inc.), a wholly owned subsidiary of Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.), with and into Endurance International Group Holdings, Inc., pursuant to the merger agreement. | | Management | | For | | For | | For |
3. | | To approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. | | Management | | For | | For | | For |
CONCHO RESOURCES INC.
Security | 20605P101 | Meeting Type | Special |
Ticker Symbol | CXO | Meeting Date | 15-Jan-2021 |
ISIN | US20605P1012 | Agenda | 935317924 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated October 18, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among Concho Resources Inc., ConocoPhillips and Falcon Merger Sub Corp. | | Management | | For | | For | | For |
2. | | To approve, by non-binding vote, certain compensation that may be paid or become payable to Concho Resources Inc.’s named executive officers that is based on, or otherwise relates to, the merger contemplated by the Merger Agreement. | | Management | | For | | For | | For |
NORBORD INC.
Security | 65548P403 | Meeting Type | Special |
Ticker Symbol | OSB | Meeting Date | 19-Jan-2021 |
ISIN | CA65548P4033 | Agenda | 935319776 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | The special resolution of shareholders, the full text of which is set forth in Appendix C to the management proxy circular of the Company dated December 15, 2020 (the “Norbord Circular”), to approve the arrangement involving the Company under Section 192 of the Canada Business Corporations Act pursuant to which West Fraser Timber Co. Ltd. will, among other things, acquire all of the issued and outstanding common shares of the Company, all as more particularly described in the Norbord Circular. | | Management | | For | | For | | For |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Court Meeting |
Ticker Symbol | CDM | Meeting Date | 03-Feb-2021 |
ISIN | GB00BFWZ2G72 | Agenda | 713498865 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE- ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT | | Non-Voting | | | | | | |
1 | | FOR THE PURPOSE OF CONSIDERING AND,IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE “SCHEME”) BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS | | Management | | For | | | | |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | CDM | Meeting Date | 03-Feb-2021 |
ISIN | GB00BFWZ2G72 | Agenda | 713498877 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | FOR THE PURPOSES OF THE SCHEME: (A) TO AUTHORISE THE DIRECTORS TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; (B) THE CANCELLATION OF THE ADMISSION OF CODEMASTERS SHARES TO TRADING ON AIM; (C) THE COMPANY’S RE- REGISTRATION AS A PRIVATE LIMITED COMPANY; AND (D)AMENDING THE ARTICLES OF ASSOCIATION OF THE COMPANY | | Management | | | | For | | |
IMIMOBILE PLC
Security | G4968X102 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | IMO | Meeting Date | 04-Feb-2021 |
ISIN | GB00BLBP4Y22 | Agenda | 713532960 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | FOR THE PURPOSES OF THE SCHEME: A. TO AUTHORISE THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND B. TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY | | Management | | For | | For | | For |
IMIMOBILE PLC
Security | G4968X102 | Meeting Type | Court Meeting |
Ticker Symbol | IMO | Meeting Date | 04-Feb-2021 |
ISIN | GB00BLBP4Y22 | Agenda | 713532972 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | APPROVAL OF SCHEME OF ARRANGEMENT | | Management | | For | | For | | For |
CMMT | | PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT | | Non-Voting | | | | | | |
PEOPLE CORPORATION
Security | 709762108 | Meeting Type | Special |
Ticker Symbol | PPLXF | Meeting Date | 11-Feb-2021 |
ISIN | CA7097621089 | Agenda | 935326466 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | To approve a special resolution, the full text of which is set forth in Appendix B to the accompanying management information circular, approving a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Company and 2799825 Ontario Inc., all as more particularly described and set forth in the management information circular of the Company dated January 13, 2021. | | Management | | For | | For | | For |
PNM RESOURCES, INC.
Security | 69349H107 | Meeting Type | Special |
Ticker Symbol | PNM | Meeting Date | 12-Feb-2021 |
ISIN | US69349H1077 | Agenda | 935324397 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Approve the Agreement and Plan of Merger, dated as of October 20, 2020, as it may be amended from time to time, or the merger agreement, by and among PNM Resources, Inc. (the Company), Avangrid, Inc. and NM Green Holdings, Inc. | | Management | | For | | For | | For |
2. | | Approve, by non-binding, advisory vote,certain existing compensation arrangements for the Company’s named executive officers in connection with the merger contemplated by the merger agreement. | | Management | | For | | For | | For |
3. | | Approve one or more adjournments 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 merger agreement. | | Management | | For | | For | | For |
TELENAV, INC.
Security | 879455103 | Meeting Type | Special |
Ticker Symbol | TNAV | Meeting Date | 16-Feb-2021 |
ISIN | US8794551031 | Agenda | 935325224 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | The proposal to adopt and approve the Agreement and Plan of Merger, dated as of November 2, 2020, (as amended on December 17, 2020, and as may be further amended, supplemented, or otherwise modified in accordance with its terms, the “Merger Agreement”) among Telenav, Inc.,a Delaware corporation, V99, Inc., a Delaware corporation and Telenav99, Inc.,a newly formed Delaware corporation and a wholly owned subsidiary of V99. | | Management | | For | | For | | For |
2. | | The proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement. | | Management | | For | | For | | For |
3. | | The nonbinding, advisory proposal to approve compensation that will or may become payable to Telenav’s named executive officers in connection with the merger. | | Management | | For | | For | | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A103 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | GB00BGFBB958 | Agenda | 935332433 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company’s articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | | Management | | For | | For | | For |
2. | | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re-register the Company as a private limited company with the name “Oxford Immunotec Global Limited”. | | Management | | For | | For | | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A111 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | | Agenda | 935332445 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | | Management | | For | | For | | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A103 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | GB00BGFBB958 | Agenda | 935340290 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company’s articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | | Management | | For | | For | | For |
2. | | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re-register the Company as a private limited company with the name “Oxford Immunotec Global Limited”. | | Management | | For | | For | | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A111 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | | Agenda | 935340303 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | | Management | | For | | For | | For |
NAVISTAR INTERNATIONAL CORPORATION
Security | 63934E108 | Meeting Type | Annual |
Ticker Symbol | NAV | Meeting Date | 02-Mar-2021 |
ISIN | US63934E1082 | Agenda | 935333081 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Merger Agreement and transactions contemplated thereby. | | Management | | For | | For | | For |
2. | | To approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger. | | Management | | For | | For | | For |
3. | | DIRECTOR | | Management | | | | | | |
| | 1 | Troy A. Clarke | | | | For | | For | | For |
| | 2 | José María Alapont | | | | For | | For | | For |
| | 3 | Stephen R. D’Arcy | | | | For | | For | | For |
| | 4 | Vincent J. Intrieri | | | | For | | For | | For |
| | 5 | Mark H. Rachesky, M.D. | | | | For | | For | | For |
| | 6 | Christian Schulz | | | | For | | For | | For |
| | 7 | Kevin M. Sheehan | | | | For | | For | | For |
| | 8 | Dennis A. Suskind | | | | For | | For | | For |
| | 9 | Janet T. Yeung | | | | For | | For | | For |
4. | | Advisory Vote on Executive Compensation. | | Management | | For | | For | | For |
5. | | Vote to ratify the selection of KPMG LLP as our independent registered public accounting firm. | | Management | | For | | For | | For |
6. | | To approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for the Merger Proposal. | | Management | | For | | For | | For |
SLACK TECHNOLOGIES, INC.
Security | 83088V102 | Meeting Type | Special |
Ticker Symbol | WORK | Meeting Date | 02-Mar-2021 |
ISIN | US83088V1026 | Agenda | 935332623 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | A proposal to adopt the Agreement and Plan of Merger, dated as of December 1, 2020 (as it may be amended from time to time, the "merger agreement"), among salesforce.com, inc., Skyline Strategies I Inc., Skyline Strategies II LLC and Slack Technologies, Inc. ("Slack") and approve the transactions contemplated thereby. | | Management | | For | | For | | For |
2. | | A proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Slack's named executive officers that is based on or otherwise relates to the mergers contemplated by the merger agreement. | | Management | | For | | For | | For |
MTS SYSTEMS CORPORATION | | |
| | |
Security | 553777103 | Meeting Type | Special |
Ticker Symbol | MTSC | Meeting Date | 04-Mar-2021 |
ISIN | US5537771033 | Agenda | 935332647 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2020 (as may be amended from time to time and including the Plan of Merger attached as Exhibit A thereto, the "merger agreement"), by and among MTS Systems Corporation, a Minnesota corporation (the "Company"), Amphenol Corporation,a Delaware corporation ("Parent") and Moon Merger Sub Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent ("Sub"). | | Management | | For | | For | | For |
2. | | Proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. | | Management | | For | | For | | For |
3. | | Proposal to adjourn the special meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. | | Management | | For | | For | | For |
REALPAGE, INC. | | |
| | |
Security | 75606N109 | Meeting Type | Special |
Ticker Symbol | RP | Meeting Date | 08-Mar-2021 |
ISIN | US75606N1090 | Agenda | 935334261 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2020, by and among Mirasol Parent, LLC, Mirasol Merger Sub, Inc., and RealPage, Inc. ("RealPage"). | | Management | | For | | For | | For |
2. | | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to RealPage's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | | Management | | For | | For | | For |
3. | | To adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the special meeting. | | Management | | For | | For | | For |
IHS MARKIT LTD | | | |
| | | |
Security | G47567105 | Meeting Type | Special |
Ticker Symbol | INFO | Meeting Date | 11-Mar-2021 |
ISIN | BMG475671050 | Agenda | 935329462 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Approval and Adoption of the Merger Agreement, the Statutory Merger Agreement and the Transactions Contemplated Thereby. To vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 29, 2020, as amended by Amendment No. 1, dated as of January 20, 2021, and as it may further be amended from time to time, by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd., the statutory merger agreement among the same, and the transactions contemplated thereby. | | Management | | For | | For | | For |
2. | | IHS Markit Ltd. Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to IHS Markit Ltd.'s named executive officers in connection with the merger. | | Management | | For | | For | | For |
AFH FINANCIAL GROUP PLC | | |
| | |
Security | G0129H101 | Meeting Type | Annual General Meeting |
Ticker Symbol | AFHP | Meeting Date | 12-Mar-2021 |
ISIN | GB00B4W5WQ08 | Agenda | 713566430 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | TO RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR THE YEAR ENDED 31 OCTOBER 2020 | | Management | | For | | For | | For |
2 | | TO RE-ELECT MARK CHAMBERS WHO IS RETIRING FOR RE-ELECTION PURSUANT TO ARTICLE 24.4 | | Management | | For | | For | | For |
3 | | TO RE-ELECT SUSAN LEWIS WHO IS RETIRING FOR RE-ELECTION PURSUANT TO ARTICLE 24.4 | | Management | | For | | For | | For |
4 | | TO RE-APPOINT SAFFERY CHAMPNESS LLP AS AUDITORS OF THE COMPANY AND TO AUTHORISE THE DIRECTORS TO FIX THEIR REMUNERATION | | Management | | For | | For | | For |
5 | | TO AUTHORISE THE DIRECTORS OF THE COMPANY TO ALLOT ORDINARY SHARES PURSUANT TO SECTION 551 OF THE COMPANIES ACT 2006 | | Management | | For | | For | | For |
6 | | TO DIS-APPLY PRE-EMPTION RIGHTS IN RESPECT OF THE ALLOTMENT OF SHARES PURSUANT TO SECTION 560 OF THE COMPANIES ACT 2006 | | Management | | For | | For | | For |
7 | | TO AUTHORISE THE DIRECTORS OF THE COMPANY TO MAKE ONE OR MORE PURCHASES OF ORDINARY SHARES PURSUANT TO SECTION 701 OF THE COMPANIES ACT 2006 | | Management | | For | | For | | For |
QEP RESOURCES, INC. | | | |
| | | |
Security | 74733V100 | Meeting Type | Special |
Ticker Symbol | QEP | Meeting Date | 16-Mar-2021 |
ISIN | US74733V1008 | Agenda | 935335605 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated December 20, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Diamondback Energy, Inc., Bohemia Merger Sub Inc. and QEP Resources, Inc. ("QEP"). | | Management | | For | | For | | For |
2. | | To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to QEP's named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. | | Management | | For | | For | | For |
ANWORTH MORTGAGE ASSET CORPORATION | | |
| | |
Security | 037347101 | Meeting Type | Special |
Ticker Symbol | ANH | Meeting Date | 17-Mar-2021 |
ISIN | US0373471012 | Agenda | 935335225 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To consider and vote on a proposal (the "Anworth Merger Proposal") to approve the merger of Anworth Mortgage Asset Corporation ("Anworth") with and into RC Merger Subsidiary, LLC, a Delaware limited liability company ("Merger Sub"), with Merger Sub continuing as the surviving entity, and the other transactions contemplated in connection therewith (collectively, the "Merger"). | | Management | | For | | For | | For |
2. | | To consider and vote on a proposal to approve the adjournment of the Special Meeting of the Stockholders of Anworth, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Anworth Merger Proposal (the "Anworth Adjournment Proposal"). | | Management | | For | | For | | For |
SPORTSMAN'S WAREHOUSE HOLDINGS, INC. | | |
| | |
Security | 84920Y106 | Meeting Type | Special |
Ticker Symbol | SPWH | Meeting Date | 23-Mar-2021 |
ISIN | US84920Y1064 | Agenda | 935337471 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt and approve the Agreement and Plan of Merger, dated December 21, 2020, by and among Great Outdoors Group, LLC, Phoenix Merger Sub I, Inc., a wholly-owned subsidiary of Great Outdoors Group, LLC, and Sportsman's Warehouse Holdings, Inc., as amended from time to time, pursuant to which Phoenix Merger Sub I, Inc. will be merged with an into Sportsman's Warehouse Holdings, Inc., with Sportsman's Warehouse Holdings, Inc. continuing as the surviving corporation in the merger and a wholly-owned subsidiary of Great Outdoors Group, LLC. | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, the specified compensation that may be paid or may become payable to Sportsman's Warehouse Holdings, Inc.'s named executive officers based on or otherwise relating to the merger. | | Management | | For | | For | | For |
3. | | To adjourn the special meeting from time to time to a later date or time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting (or any adjournment thereof) to adopt and approve the merger agreement. | | Management | | For | | For | | For |
TCF FINANCIAL CORPORATION | | |
| | | |
Security | 872307103 | Meeting Type | Special |
Ticker Symbol | TCF | Meeting Date | 25-Mar-2021 |
ISIN | US8723071036 | Agenda | 935338043 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Approval of the Agreement and Plan of Merger, dated as of December 13, 2020 (as it may be amended from time to time), by and between TCF Financial Corporation ("TCF") and Huntington Bancshares Incorporated ("Huntington"), pursuant to which TCF will merge with and into Huntington, with Huntington surviving the merger (the "TCF merger proposal"). | | Management | | For | | For | | For |
2. | | Approval of, on an advisory (non-binding) basis, the merger- related named executive officer compensation that will or may be paid to TCF's named executive officers in connection with the merger (the "TCF compensation proposal"). | | Management | | For | | For | | For |
3. | | Approval of the adjournment of the special meeting of TCF shareholders to a later date or dates, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes at the time of the TCF special meeting to approve the TCF merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of TCF common stock (the "TCF adjournment proposal"). | | Management | | For | | For | | For |
AFH FINANCIAL GROUP PLC | | |
| | | |
Security | G0129H101 | Meeting Type | Court Meeting |
Ticker Symbol | AFHP | Meeting Date | 26-Mar-2021 |
ISIN | GB00B4W5WQ08 | Agenda | 713678463 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE- ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. | | Non-Voting | | | | | | |
1 | | TO APPROVE THE SCHEME OF ARRANGEMENT AS DETAILED IN THE NOTICE OF COURT MEETING DATED 8- FEB-21 | | Management | | For | | For | | For |
AFH FINANCIAL GROUP PLC | | |
| | |
Security | G0129H101 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | AFHP | Meeting Date | 26-Mar-2021 |
ISIN | GB00B4W5WQ08 | Agenda | 713678475 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | TO GIVE EFFECT TO THE SCHEME INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY AS SET OUT IN THE NOTICE OF GENERAL MEETING | | Management | | For | | For | | For |
2 | | TO APPROVE THE ROLLOVER ARRANGEMENTS AS SET OUT IN THE NOTICE OF GENERAL MEETING | | Management | | For | | For | | For |
HMS HOLDINGS CORP. | | |
| | |
Security | 40425J101 | Meeting Type | Special |
Ticker Symbol | HMSY | Meeting Date | 26-Mar-2021 |
ISIN | US40425J1016 | Agenda | 935339540 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of December 20, 2020, by and among HMS Holdings Corp. ("HMS"), Gainwell Acquisition Corp. ("Gainwell"), Mustang MergerCo Inc., a wholly owned subsidiary of Gainwell ("Merger Sub"), and Gainwell Intermediate Holding Corp., and approve the transactions contemplated thereby, including the merger of Merger Sub with and into HMS (the "Merger"), with HMS continuing as the surviving corporation and a wholly owned subsidiary of Gainwell (the "Merger Proposal"). | | Management | | For | | For | | For |
2. | | To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to HMS's named executive officers in connection with the Merger. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting. | | Management | | For | | For | | For |
KIADIS PHARMA N.V.
Security | N4855A100 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | KDS | Meeting Date | 30-Mar-2021 |
ISIN | NL0011323407 | Agenda | 713605737 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | | Non-Voting | | | | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | | Non-Voting | | | | | | |
1. | | OPENING AND ANNOUNCEMENTS | | Non-Voting | | | | | | |
2. | | EXPLANATION OF THE RECOMMENDED OFFER MADE BY SANOFI | | Non-Voting | | | | | | |
3. | | CONDITIONAL AMENDMENT OF THE ARTICLES OF ASSOCIATION OF KIADIS PHARMA (FOLLOWING SETTLEMENT) | | Management | | For | | For | | For |
4. | | CONDITIONAL AMENDMENT OF THE ARTICLES OF ASSOCIATION OF KIADIS PHARMA (FOLLOWING DELISTING) | | Management | | For | | For | | For |
5A. | | CONDITIONAL APPOINTMENT OF MR. FRANK NESTLE AS NEW MEMBER OF THE SUPERVISORY BOARD AS OF SETTLEMENT | | Management | | For | | For | | For |
5B. | | CONDITIONAL APPOINTMENT OF MR. KRIPA RAM AS NEW MEMBER OF THE SUPERVISORY BOARD AS OF SETTLEMENT | | Management | | For | | For | | For |
5C. | | CONDITIONAL APPOINTMENT OF MR. JR MIE GIRARD AS NEW MEMBER OF THE SUPERVISORY BOARD AS OF SETTLEMENT | | Management | | For | | For | | For |
6. | | RE-APPOINTMENT OF MR. ARTHUR LAHR AS A MEMBER OF THE MANAGEMENT BOARD | | Management | | For | | For | | For |
7. | | CONDITIONAL APPOINTMENT OF MS. MARION ZERLIN AS A MEMBER OF THE MANAGEMENT BOARD AS OF SETTLEMENT | | Management | | For | | For | | For |
8. | | DISCHARGE OF EACH MEMBER OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD | | Management | | For | | For | | For |
9. | | CONDITIONAL FULL AND FINAL DISCHARGE OF MESSRS. MARTIJN KLEIJWEGT, BERNDT MODIG, OTTO SCHWARZ AND SUBHANU SAXENA | | Management | | For | | For | | For |
10A. | | IN ACCORDANCE WITH ARTICLE 2:107A DCC, TO APPROVE THE RESOLUTION OF THE MANAGEMENT BOARD TO PURSUE THE ASSET SALE | | Management | | For | | For | | For |
10B. | | SUBJECT TO COMPLETION OF THE ASSET SALE, TO DISSOLVE KIADIS PHARMA IN ACCORDANCE WITH ARTICLE 2:19 DCC | | Management | | For | | For | | For |
10C. | | TO APPOINT STICHTING LIQUIDATOR KIADIS AS THE LIQUIDATOR OF KIADIS PHARMA | | Management | | For | | For | | For |
10D. | | TO APPROVE REIMBURSEMENT OF THE LIQUIDATOR'S REASONABLE SALARY AND COSTS | | Management | | For | | For | | For |
10E. | | TO APPOINT SANOFI S.A. AS THE CUSTODIAN OF KIADIS PHARMA'S BOOKS AND RECORDS FOLLOWING ITS DISSOLUTION IN ACCORDANCE WITH ARTICLE 2:24 DCC | | Management | | For | | For | | For |
11. | | ANY OTHER BUSINESS | | Non-Voting | | | | | | |
12. | | CLOSING | | Non-Voting | | | | | | |
CMMT | | 10 MAR 2021: PLEASE NOTE THAT THE MEETING TYPE CHANGED FROM AGM TO EGM. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
MAGELLAN HEALTH, INC.
Security | 559079207 | Meeting Type | Special |
Ticker Symbol | MGLN | Meeting Date | 31-Mar-2021 |
ISIN | US5590792074 | Agenda | 935337990 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of January 4, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among Magellan Health, Inc., Centene Corporation and Mayflower Merger Sub, Inc. | | Management | | For | | For | | For |
2. | | To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the named executive officers of Magellan Health, Inc. that is based on or otherwise relates to the merger contemplated by the Merger Agreement. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement. | | Management | | For | | For | | For |
ATLANTIC POWER CORPORATION
Security | 04878Q863 | Meeting Type | Special |
Ticker Symbol | AT | Meeting Date | 07-Apr-2021 |
ISIN | CA04878Q8636 | Agenda | 935344731 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | To consider, pursuant to an interim order of the Supreme Court of British Columbia, and if deemed advisable, to pass, with or without variation, a special resolution of common shareholders (the "Arrangement Resolution") to approve an arrangement (the "Arrangement") in accordance with Division 5 of Part 9 of the Business Corporations Act (British Columbia) pursuant to the Arrangement Agreement dated as of January 14, 2021, by and among Atlantic Power Corporation (the "Corporation"), Atlantic Power Preferred Equity Ltd., Atlantic Power Limited Partnership, Tidal Power Holdings Limited and Tidal Power Aggregator, L.P., to effect among other things, the acquisition by Tidal Power Holdings Limited of all of the outstanding common shares in the capital of the Corporation in exchange for US$3.03 in cash (less any applicable withholding taxes) per common share. | | Management | | For | | For | | For |
2 | | To consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for the Corporation's named executive officers in connection with the Arrangement. | | Management | | For | | For | | For |
3 | | To approve the adjournment of the special meeting of common shareholders of the Corporation, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Arrangement Resolution. | | Management | | For | | For | | For |
XILINX, INC.
Security | 983919101 | Meeting Type | Special |
Ticker Symbol | XLNX | Meeting Date | 07-Apr-2021 |
ISIN | US9839191015 | Agenda | 935346735 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Proposal to adopt the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, which is referred to as the "merger agreement," among Advanced Micro Devices, Inc., which is referred to as "AMD," Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, which is referred to as "Merger Sub," and Xilinx, which proposal is referred to as the "Xilinx merger proposal". | | Management | | For | | For | | For |
2. | | Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the "Xilinx compensation proposal". | | Management | | For | | For | | For |
3. | | Proposal to approve the adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Xilinx stockholders, which proposal is referred to as the "Xilinx adjournment proposal". | | Management | | For | | For | | For |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Court Meeting |
Ticker Symbol | DLG | Meeting Date | 09-Apr-2021 |
ISIN | GB0059822006 | Agenda | 713667674 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | APPROVE SCHEME OF ARRANGEMENT | | Management | | For | | For | | For |
CMMT | | 10 MAR 2021: PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS-MEETING TYPE. PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU-CHOOSE TO VOTE ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY-THE ISSUER OR ISSUERS AGENT. | | Non-Voting | | | | | | |
CMMT | | 10 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | DLG | Meeting Date | 09-Apr-2021 |
ISIN | GB0059822006 | Agenda | 713675621 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | THAT: (1) FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 8 MARCH 2021 (THE "SCHEME") BETWEEN THE COMPANY AND ITS SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME), A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION SIGNED BY THE CHAIRMAN THEREOF, IN ITS ORIGINAL FORM OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION AGREED BY THE COMPANY AND RENESAS ELECTRONIC CORPORATION ("RENESAS") AND APPROVED OR IMPOSED BY THE COURT, THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND (2) WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AMENDED BY THE ADOPTION AND INCLUSION OF THE FOLLOWING NEW ARTICLE 167: "167 SCHEME OF ARRANGEMENT (A) IN THIS ARTICLE, THE "SCHEME" MEANS THE SCHEME OF ARRANGEMENT DATED 8 MARCH 2021 BETWEEN THE COMPANY AND ITS SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME) UNDER PART 26 OF THE COMPANIES ACT 2006 IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT AND AGREED BY THE COMPANY AND RENESAS ELECTRONICS CORPORATION ("RENESAS") AND (SAVE AS DEFINED IN THIS ARTICLE) EXPRESSIONS DEFINED IN THE SCHEME SHALL HAVE THE SAME MEANINGS IN THIS ARTICLE. (B) NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES OR | | Management | | For | | For | | For |
| | THE TERMS OF ANY OTHER RESOLUTION PASSED BY THE COMPANY IN ANY GENERAL MEETING, IF THE COMPANY ISSUES OR TRANSFERS OUT OF TREASURY ANY ORDINARY SHARES (OTHER THAN TO RENESAS OR ITS NOMINEE(S)) ON OR AFTER THE ADOPTION OF THIS ARTICLE AND BEFORE THE SCHEME RECORD TIME, SUCH SHARES SHALL BE ISSUED OR TRANSFERRED SUBJECT TO THE TERMS OF THE SCHEME (AND SHALL BE SCHEME SHARES FOR THE PURPOSES THEREOF) AND THE HOLDERS OF SUCH SHARES SHALL BE BOUND BY THE SCHEME ACCORDINGLY. (C) SUBJECT TO THE SCHEME BECOMING EFFECTIVE, IF ANY ORDINARY SHARES ARE ISSUED OR TRANSFERRED OUT OF TREASURY TO ANY PERSON (A "NEW MEMBER") (OTHER THAN TO RENESAS OR ITS NOMINEE(S)) ON OR AFTER THE SCHEME RECORD TIME (THE "POST-SCHEME SHARES"), THEY SHALL BE IMMEDIATELY TRANSFERRED TO RENESAS (OR AS IT MAY DIRECT) IN CONSIDERATION OF THE PAYMENT TO THE NEW MEMBER OF AN AMOUNT IN CASH FOR EACH POST-SCHEME SHARE EQUAL TO THE CASH CONSIDERATION PER SCHEME SHARE PAYABLE PURSUANT TO THE SCHEME. (D) ON ANY REORGANISATION OF, OR MATERIAL ALTERATION TO, THE SHARE CAPITAL OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SUBDIVISION AND/ OR CONSOLIDATION) EFFECTED AFTER THE SCHEME EFFECTIVE DATE, THE VALUE OF THE CASH PAYMENT PER SHARE TO BE PAID UNDER PARAGRAPH (C) OF THIS ARTICLE MAY BE ADJUSTED BY THE DIRECTORS IN SUCH MANNER AS THE AUDITORS OF THE COMPANY OR AN INDEPENDENT INVESTMENT BANK SELECTED BY THE COMPANY MAY DETERMINE TO BE APPROPRIATE TO REFLECT SUCH REORGANISATION OR ALTERATION. REFERENCES IN THIS ARTICLE TO ORDINARY SHARES SHALL, FOLLOWING SUCH ADJUSTMENT, BE CONSTRUED ACCORDINGLY. (E) TO GIVE EFFECT TO ANY TRANSFER OF POST-SCHEME SHARES, THE | | | | | | | | |
| | COMPANY MAY APPOINT ANY PERSON AS ATTORNEY AND/ OR AGENT FOR THE NEW MEMBER TO TRANSFER THE POST-SCHEME SHARES TO RENESAS AND/ OR ITS NOMINEE(S) AND DO ALL SUCH OTHER THINGS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS AS MAY IN THE OPINION OF THE ATTORNEY OR AGENT BE NECESSARY OR DESIRABLE TO VEST THE POST- SCHEME SHARES IN RENESAS OR ITS NOMINEE(S) AND PENDING SUCH VESTING TO EXERCISE ALL SUCH RIGHTS ATTACHING TO THE POST- SCHEME SHARES AS RENESAS MAY DIRECT. IF AN ATTORNEY OR AGENT IS SO APPOINTED, THE NEW MEMBER SHALL NOT THEREAFTER (EXCEPT TO THE EXTENT THAT THE ATTORNEY OR AGENT FAILS TO ACT IN ACCORDANCE WITH THE DIRECTIONS OF RENESAS) BE ENTITLED TO EXERCISE ANY RIGHTS ATTACHING TO THE POST- SCHEME SHARES UNLESS SO AGREED BY RENESAS. THE ATTORNEY OR AGENT SHALL BE EMPOWERED TO EXECUTE AND DELIVER AS TRANSFEROR A FORM OF TRANSFER OR OTHER INSTRUMENT OR INSTRUCTION OF TRANSFER ON BEHALF OF THE NEW MEMBER IN FAVOUR OF RENESAS AND/ OR ITS NOMINEE(S) AND THE COMPANY MAY GIVE A GOOD RECEIPT FOR THE CONSIDERATION FOR THE POST-SCHEME SHARES AND MAY REGISTER RENESAS AND/ OR ITS NOMINEE(S) AS HOLDER THEREOF AND ISSUE TO IT CERTIFICATES FOR THE SAME. THE COMPANY SHALL NOT BE OBLIGED TO ISSUE A CERTIFICATE TO THE NEW MEMBER FOR THE POST-SCHEME SHARES. RENESAS SHALL SEND A CHEQUE IN EURO DRAWN ON A GERMAN / UK CLEARING BANK IN FAVOUR OF THE NEW MEMBER FOR THE CONSIDERATION FOR SUCH POST-SCHEME SHARES TO THE NEW MEMBER WITHIN TEN BUSINESS DAYS OF THE ISSUE OR TRANSFER OF THE POST-SCHEME SHARES TO THE NEW MEMBER. (F) NOTWITHSTANDING ANY | | | | | | | | |
| | OTHER PROVISION OF THESE ARTICLES, NEITHER THE COMPANY NOR THE DIRECTORS SHALL REGISTER THE TRANSFER OF ANY SCHEME SHARES BETWEEN THE SCHEME RECORD TIME AND THE EFFECTIVE DATE." | | | | | | | | |
CMMT | | 12 MAR 2021: PLEASE NOTE THAT THE MEETING TYPE CHANGED FROM AGM TO OGM. IF-YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
CHANGE HEALTHCARE INC
Security | 15912K100 | Meeting Type | Special |
Ticker Symbol | CHNG | Meeting Date | 13-Apr-2021 |
ISIN | US15912K1007 | Agenda | 935344983 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of January 5, 2021, among Change Healthcare Inc., UnitedHealth Group Incorporated and Cambridge Merger Sub Inc. | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Change's named executive officers in connection with the Merger. | | Management | | For | | For | | For |
3. | | To adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal described above in Proposal 1. | | Management | | For | | For | | For |
CUBIC CORPORATION
Security | 229669106 | Meeting Type | Annual |
Ticker Symbol | CUB | Meeting Date | 13-Apr-2021 |
ISIN | US2296691064 | Agenda | 935394558 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | DIRECTOR | | Management | | | | | | |
| | 1 Prithviraj Banerjee | | | | For | | For | | For |
| | 2 Bruce G. Blakley | | | | For | | For | | For |
| | 3 Maureen Breakiron-Evans | | | | For | | For | | For |
| | 4 Denise L. Devine | | | | For | | For | | For |
| | 5 Bradley H. Feldmann | | | | For | | For | | For |
| | 6 Carolyn A. Flowers | | | | For | | For | | For |
| | 7 Janice M. Hamby | | | | For | | For | | For |
| | 8 David F. Melcher | | | | For | | For | | For |
| | 9 Steven J. Norris | | | | For | | For | | For |
2. | | Approval, on an advisory, non-binding basis, of the Company's named executive office compensation. | | Management | | For | | For | | For |
3. | | Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. | | Management | | For | | For | | For |
CRH MEDICAL CORPORATION
Security | 12626F105 | Meeting Type | Special |
Ticker Symbol | CRHM | Meeting Date | 16-Apr-2021 |
ISIN | CA12626F1053 | Agenda | 935364288 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | To consider and, if deemed advisable, to pass, with or without variation, a special resolution approving an arrangement (the "Arrangement") involving the Corporation, WELL Health Technologies Corp., WELL Health Acquisition Corp. and 1286392 B.C. Ltd. under Division 5 of Part 9 of the Business Corporations Act (British Columbia), the full text of which is set forth in Annex A to the accompanying proxy statement and management information circular of the Corporation. | | Management | | For | | For | | For |
2 | | To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to CRH's named executive officers in connection with the Arrangement. | | Management | | For | | For | | For |
GLU MOBILE INC.
Security | 379890106 | Meeting Type | Special |
Ticker Symbol | GLUU | Meeting Date | 26-Apr-2021 |
ISIN | US3798901068 | Agenda | 935371853 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of February 8, 2021, by and among Electronic Arts Inc. ("Electronic Arts"), a Delaware corporation, Giants Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Electronic Arts, and Glu Mobile Inc., a Delaware corporation. | | Management | | For | | For | | For |
2. | | To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the virtual special meeting to a later date or dates, if our board of directors determines that it is necessary or appropriate, and is permitted by the Merger Agreement, to (i) solicit additional proxies if (a) there is not a quorum present or represented by proxy or (b) there are insufficient votes to adopt the Merger Agreement, (ii) give holders of our common stock, par value $0.0001 per share, additional time to evaluate any supplemental or amended disclosure or (iii) otherwise comply with applicable law. | | Management | | For | | For | | For |
CUBIC CORPORATION
Security | 229669106 | Meeting Type | Special |
Ticker Symbol | CUB | Meeting Date | 27-Apr-2021 |
ISIN | US2296691064 | Agenda | 935368262 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Proposal to adopt the Agreement and Plan of Merger, dated as of February 7, 2021 (as may be amended from time to time, the "merger agreement"), by and among Cubic Corporation, a Delaware corporation (the "Company"), Atlas CC Acquisition Corp., a Delaware corporation ("Parent"), and Atlas Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"). | | Management | | Against | | For | | Against |
2. | | Proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. | | Management | | Against | | For | | Against |
3. | | Proposal to adjourn the special meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. | | Management | | Against | | For | | Against |
CORELOGIC, INC.
Security | 21871D103 | Meeting Type | Special |
Ticker Symbol | CLGX | Meeting Date | 28-Apr-2021 |
ISIN | US21871D1037 | Agenda | 935382046 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among Celestial-Saturn Parent Inc., Celestial-Saturn Merger Sub Inc., and CoreLogic, Inc. | | Management | | For | | For | | For |
2. | | Non-binding, advisory proposal to approve compensation that will or may become payable by CoreLogic, Inc. to its named executive officers in connection with the merger contemplated by the Merger Agreement. | | Management | | For | | For | | For |
CANTEL MEDICAL CORP.
Security | 138098108 | Meeting Type | Special |
Ticker Symbol | CMD | Meeting Date | 29-Apr-2021 |
ISIN | US1380981084 | Agenda | 935389280 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Proposal No. 1: Cantel Merger Proposal. To adopt the Agreement and Plan of Merger, dated as of January 12, 2021, as such agreement may be amended from time to time, among Cantel, and STERIS plc, Solar New US Holding Co, LLC, which is referred to as US Holdco, and Crystal Merger Sub 1, LLC, which is referred to as Crystal Merger Sub, as amended on March 1, 2021. | | Management | | For | | For | | For |
2. | | Proposal No. 2: Compensation Proposal. To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Cantel's named executive officers that is based on or otherwise relates to the Mergers. | | Management | | For | | For | | For |
COOPER TIRE & RUBBER COMPANY
Security | 216831107 | Meeting Type | Special |
Ticker Symbol | CTB | Meeting Date | 30-Apr-2021 |
ISIN | US2168311072 | Agenda | 935389254 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Adopt the Agreement and Plan of Merger, dated as of February 22, 2021, by and among The Goodyear Tire & Rubber Company, Vulcan Merger Sub Inc., a wholly owned subsidiary of The Goodyear Tire & Rubber Company, and Cooper Tire & Rubber Company. | | Management | | For | | For | | For |
2. | | Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Cooper Tire & Rubber Company's named executive officers that is based on or otherwise relates to the merger. | | Management | | For | | For | | For |
3. | | Approve the adjournment of the Cooper Tire & Rubber Company special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. | | Management | | For | | For | | For |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Annual General Meeting |
Ticker Symbol | DLG | Meeting Date | 04-May-2021 |
ISIN | GB0059822006 | Agenda | 713744452 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | RECEIPT OF THE COMPANY'S REPORT AND ACCOUNTS | | Management | | For | | For | | For |
2 | | APPROVAL OF DIRECTORS' REMUNERATION REPORT | | Management | | For | | For | | For |
3 | | RE-APPOINTMENT OF DELOITTE LLP AS AUDITOR OF THE COMPANY | | Management | | For | | For | | For |
4 | | AUTHORITY TO AGREE THE AUDITOR'S REMUNERATION | | Management | | For | | For | | For |
5 | | RE-APPOINTMENT OF ALAN CAMPBELL AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | For |
6 | | RE-APPOINTMENT OF NICHOLAS JEFFERY AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | For |
7 | | RE-APPOINTMENT OF EAMONN O'HARE AS A DIRECTOR OF THE COMPANY | | Management | | For | | For | | For |
8 | | DIRECTORS' AUTHORITY TO ALLOT SHARES | | Management | | For | | For | | For |
9 | | ADDITIONAL AUTHORITY TO ALLOT SHARES IN CONNECTION WITH A RIGHTS ISSUE | | Management | | For | | For | | For |
10 | | DISAPPLICATION OF PRE-EMPTION RIGHTS | | Management | | For | | For | | For |
11 | | ADDITIONAL DISAPPLICATION OF PRE-EMPTION RIGHTS | | Management | | For | | For | | For |
12 | | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH BARCLAYS BANK PLC | | Management | | For | | For | | For |
13 | | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH GOLDMAN SACHS INTERNATIONAL | | Management | | For | | For | | For |
14 | | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH HSBC BANK PLC | | Management | | For | | For | | For |
15 | | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH MERRILL LYNCH INTERNATIONAL | | Management | | For | | For | | For |
16 | | NOTICE PERIOD FOR GENERAL MEETINGS | | Management | | For | | For | | For |
IHS MARKIT LTD
Security | G47567105 | Meeting Type | Annual |
Ticker Symbol | INFO | Meeting Date | 05-May-2021 |
ISIN | BMG475671050 | Agenda | 935359679 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Election of Director: Lance Uggla | | Management | | For | | For | | For |
1B. | | Election of Director: John Browne (The Lord Browne of Madingley) | | Management | | For | | For | | For |
1C. | | Election of Director: Dinyar S. Devitre | | Management | | For | | For | | For |
1D. | | Election of Director: Ruann F. Ernst | | Management | | For | | For | | For |
1E. | | Election of Director: Jacques Esculier | | Management | | For | | For | | For |
1F. | | Election of Director: Gay Huey Evans | | Management | | For | | For | | For |
1G. | | Election of Director: William E. Ford | | Management | | For | | For | | For |
1H. | | Election of Director: Nicoletta Giadrossi | | Management | | For | | For | | For |
1I. | | Election of Director: Robert P. Kelly | | Management | | For | | For | | For |
1J. | | Election of Director: Deborah Doyle McWhinney | | Management | | For | | For | | For |
1K. | | Election of Director: Jean-Paul L. Montupet | | Management | | For | | For | | For |
1L. | | Election of Director: Deborah K. Orida | | Management | | For | | For | | For |
1M. | | Election of Director: James A. Rosenthal | | Management | | For | | For | | For |
2. | | To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers. | | Management | | For | | For | | For |
3. | | To approve the appointment of Ernst & Young LLP as the Company's independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company's Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants. | | Management | | For | | For | | For |
PERSPECTA INC.
Security | 715347100 | Meeting Type | Special |
Ticker Symbol | PRSP | Meeting Date | 05-May-2021 |
ISIN | US7153471005 | Agenda | 935389292 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of January 27, 2021, as amended from time to time (the "Merger Agreement"), among (i) Perspecta Inc. (the "Company"), (ii) Jaguar ParentCo Inc., and (iii) Jaguar Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"). | | Management | | For | | For | | For |
2. | | To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the Special Meeting, if necessary or appropriate, including adjournment to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. | | Management | | For | | For | | For |
GT GOLD CORP.
Security | 36251Y105 | Meeting Type | Special |
Ticker Symbol | GTGDF | Meeting Date | 06-May-2021 |
ISIN | CA36251Y1051 | Agenda | 935399635 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | To approve a special resolution, the full text of which is set forth in Appendix "B" to the accompanying management information circular of the Corporation dated April 6, 2021 (the "Circular"), approving a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving the Corporation, Newmont Corporation and 1292373 B.C. Ltd., all as more particularly described in the Circular. | | Management | | For | | For | | For |
TERVITA CORPORATION
Security | 88159E103 | Meeting Type | Annual and Special Meeting |
Ticker Symbol | TRVCF | Meeting Date | 06-May-2021 |
ISIN | CA88159E1034 | Agenda | 935379594 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | Appoint Ernst & Young LLP as the auditors of Tervita for the ensuing year at a remuneration to be determined by the board of directors of Tervita (the "Board"). | | Management | | For | | For | | For |
2 | | Approve an ordinary resolution fixing the number of directors to be elected to the Board at the Meeting at ten (10). | | Management | | For | | For | | For |
3 | | DIRECTOR | | Management | | | | | | |
| | 1 | Grant Billing | | | | For | | For | | For |
| | 2 | Michael Colodner | | | | For | | For | | For |
| | 3 | John Cooper | | | | For | | For | | For |
| | 4 | Allen Hagerman | | | | For | | For | | For |
| | 5 | Cameron Kramer | | | | For | | For | | For |
| | 6 | Gordon Pridham | | | | For | | For | | For |
| | 7 | Douglas Ramsay | | | | For | | For | | For |
| | 8 | Susan Riddell Rose | | | | For | | For | | For |
| | 9 | Jay Thornton | | | | For | | For | | For |
| | 10 | Kevin Walbridge | | | | For | | For | | For |
4 | | To consider and, if thought advisable, pass an ordinary resolution, the full text of which is set out in the accompanying Management Information Circular and Proxy Statement of Tervita dated March 25, 2021 (the "Information Circular"), approving all unallocated stock options under the Tervita Option Plan. | | Management | | For | | For | | For |
CARDTRONICS PLC
Security | G1991C105 | Meeting Type | Special |
Ticker Symbol | CATM | Meeting Date | 07-May-2021 |
ISIN | GB00BYT18414 | Agenda | 935384761 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve (with or without modification) a scheme of arrangement (the "Scheme") to be made between Cardtronics plc ("Cardtronics") and the holders of the Scheme Shares (as defined in the Scheme). | | Management | | For | | For | | For |
CARDTRONICS PLC
Security | G1991C115 | Meeting Type | Special |
Ticker Symbol | | Meeting Date | 07-May-2021 |
ISIN | | Agenda | 935384773 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | That for the purposes of giving effect to the scheme of arrangement ("Scheme") between Cardtronics plc ("Cardtronics") and the holders of the Scheme Shares: I. the directors of Cardtronics be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and, II. with effect from the passing of this special resolution, to approve the amendments to the articles of association of Cardtronics as set out in the Notice of General Meeting contained in the accompanying proxy statement. | | Management | | For | | For | | For |
2. | | To consider and, if thought fit, approve, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended, on an advisory, non-binding basis, the compensation that will or may be paid or become payable to Cardtronics's named executive officers that is based on or otherwise relates to in connection with the proposed acquisition by NCR UK Group Financing Limited of all of the issued and to be issued ordinary shares of Cardtronics. | | Management | | For | | For | | For |
COOPER TIRE & RUBBER COMPANY
Security | 216831107 | Meeting Type | Annual |
Ticker Symbol | CTB | Meeting Date | 07-May-2021 |
ISIN | US2168311072 | Agenda | 935354275 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | DIRECTOR | | Management | | | | | | |
| | 1 | Steven M. Chapman | | | | Withheld | | For | | Against |
| | 2 | Susan F. Davis | | | | Withheld | | For | | Against |
| | 3 | Kathryn P. Dickson | | | | Withheld | | For | | Against |
| | 4 | John J. Holland | | | | Withheld | | For | | Against |
| | 5 | Bradley E. Hughes | | | | Withheld | | For | | Against |
| | 6 | Tyrone M. Jordan | | | | Withheld | | For | | Against |
| | 7 | Tracey I. Joubert | | | | Withheld | | For | | Against |
| | 8 | Gary S. Michel | | | | Withheld | | For | | Against |
| | 9 | Brian C. Walker | | | | Withheld | | For | | Against |
2. | | To ratify the selection of the Company's independent registered public accounting firm for the year ending December 31, 2021. | | Management | | Abstain | | For | | Against |
3. | | To approve, on a non-binding advisory basis, the Company's named executive officer compensation. | | Management | | Abstain | | For | | Against |
ENABLE MIDSTREAM PARTNERS LP
Security | 292480100 | Meeting Type | Consent |
Ticker Symbol | ENBL | Meeting Date | 07-May-2021 |
ISIN | US2924801002 | Agenda | 935403662 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Approve the Agreement and Plan of Merger, dated as of February 16, 2021 (the "merger agreement"), by and among Energy Transfer, Elk Merger Sub LLC ("Merger Sub"), Elk GP Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer ("GP Merger Sub"), the Partnership, the General Partner, solely for purposes of Section 2.1(a)(i) therein, LE GP, LLC, the sole general partner of Energy Transfer, and solely for purposes of Section 1.1(b)(i) therein, CenterPoint Energy Inc. ("CenterPoint"). | | Management | | Abstain | | For | | Against |
2. | | Approve, on a non-binding, advisory basis, the compensation that will or may become payable to the Partnership's named executive officers in connection with the transactions contemplated by the merger agreement. | | Management | | Abstain | | For | | Against |
ALEXION PHARMACEUTICALS, INC.
Security | 015351109 | Meeting Type | Special |
Ticker Symbol | ALXN | Meeting Date | 11-May-2021 |
ISIN | US0153511094 | Agenda | 935410124 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of December 12, 2020 (as it may be amended from time to time, the "merger agreement") by and among Alexion, AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca ("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (the "merger proposal"). | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | | Management | | For | | For | | For |
3. | | To approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/ prospectus is timely provided to Alexion stockholders. | | Management | | For | | For | | For |
PNM RESOURCES, INC.
Security | 69349H107 | Meeting Type | Annual |
Ticker Symbol | PNM | Meeting Date | 11-May-2021 |
ISIN | US69349H1077 | Agenda | 935369719 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Election of Director: Vicky A. Bailey | | Management | | For | | For | | For |
1B. | | Election of Director: Norman P. Becker | | Management | | For | | For | | For |
1C. | | Election of Director: Patricia K. Collawn | | Management | | For | | For | | For |
1D. | | Election of Director: E. Renae Conley | | Management | | For | | For | | For |
1E. | | Election of Director: Alan J. Fohrer | | Management | | For | | For | | For |
1F. | | Election of Director: Sidney M. Gutierrez | | Management | | For | | For | | For |
1G. | | Election of Director: James A. Hughes | | Management | | For | | For | | For |
1H. | | Election of Director: Maureen T. Mullarkey | | Management | | For | | For | | For |
1I. | | Election of Director: Donald K. Schwanz | | Management | | For | | For | | For |
2. | | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2021. | | Management | | For | | For | | For |
3. | | Approve, on an advisory basis, the compensation of our named executive officers as disclosed in the 2021 proxy statement. | | Management | | For | | For | | For |
4. | | Publish a report on costs and benefits of voluntary climate- related activities. | | Shareholder | | Against | | Against | | For |
WILLIS TOWERS WATSON PLC
Security | G96629103 | Meeting Type | Annual |
Ticker Symbol | WLTW | Meeting Date | 11-May-2021 |
ISIN | IE00BDB6Q211 | Agenda | 935364973 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Election of Director: Anna C. Catalano | | Management | | For | | For | | For |
1B. | | Election of Director: Victor F. Ganzi | | Management | | For | | For | | For |
1C. | | Election of Director: John J. Haley | | Management | | For | | For | | For |
1D. | | Election of Director: Wendy E. Lane | | Management | | For | | For | | For |
1E. | | Election of Director: Brendan R. O'Neill | | Management | | For | | For | | For |
1F. | | Election of Director: Jaymin B. Patel | | Management | | For | | For | | For |
1G. | | Election of Director: Linda D. Rabbitt | | Management | | For | | For | | For |
1H. | | Election of Director: Paul D. Thomas | | Management | | For | | For | | For |
1I. | | Election of Director: Wilhelm Zeller | | Management | | For | | For | | For |
2. | | Ratify, on an advisory basis, the appointment of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and authorize, in a binding vote, the Board, acting through the Audit Committee, to fix the independent auditors' remuneration. | | Management | | For | | For | | For |
3. | | Approve, on an advisory basis, the named executive officer compensation. | | Management | | For | | For | | For |
4. | | Renew the Board's existing authority to issue shares under Irish law. | | Management | | For | | For | | For |
5. | | Renew the Board's existing authority to opt out of statutory pre-emption rights under Irish law. | | Management | | For | | For | | For |
FORTERRA, INC.
Security | 34960W106 | Meeting Type | Annual |
Ticker Symbol | FRTA | Meeting Date | 12-May-2021 |
ISIN | US34960W1062 | Agenda | 935400678 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | DIRECTOR | | Management | | | | | | |
| | 1 | Chris Meyer | | | | For | | For | | For |
| | 2 | R. "Chip" Cammerer, Jr. | | | | For | | For | | For |
| | 3 | Rafael Colorado | | | | For | | For | | For |
| | 4 | Maureen Harrell | | | | For | | For | | For |
| | 5 | Chad Lewis | | | | For | | For | | For |
| | 6 | Karl H. Watson, Jr. | | | | For | | For | | For |
2. | | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021. | | Management | | For | | For | | For |
3. | | To approve, on an advisory basis, the compensation of our named executive officers. | | Management | | For | | For | | For |
FLIR SYSTEMS, INC.
Security | 302445101 | Meeting Type | Special |
Ticker Symbol | FLIR | Meeting Date | 13-May-2021 |
ISIN | US3024451011 | Agenda | 935403624 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC ("Merger Sub II"), and FLIR Systems, Inc. ("FLIR"), pursuant to which Merger Sub I will merge with and into FLIR, with FLIR surviving, and immediately thereafter FLIR will merge with and into Merger Sub II ("Mergers"), with Merger Sub II surviving and continuing as a wholly owned subsidiary of Teledyne ("FLIR Merger Proposal"). | | Management | | For | | For | | For |
2. | | To approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR's named executive officers in connection with the Mergers. | | Management | | For | | For | | For |
3. | | To approve one or more adjournments of the special meeting of stockholders of FLIR, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the special meeting. | | Management | | For | | For | | For |
MORGAN STANLEY
Security | 617446448 | Meeting Type | Annual |
Ticker Symbol | MS | Meeting Date | 20-May-2021 |
ISIN | US6174464486 | Agenda | 935372312 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Election of Director: Elizabeth Corley | | Management | | Abstain | | For | | Against |
1B. | | Election of Director: Alistair Darling | | Management | | Abstain | | For | | Against |
1C. | | Election of Director: Thomas H. Glocer | | Management | | Abstain | | For | | Against |
1D. | | Election of Director: James P. Gorman | | Management | | Abstain | | For | | Against |
1E. | | Election of Director: Robert H. Herz | | Management | | Abstain | | For | | Against |
1F. | | Election of Director: Nobuyuki Hirano | | Management | | Abstain | | For | | Against |
1G. | | Election of Director: Hironori Kamezawa | | Management | | Abstain | | For | | Against |
1H. | | Election of Director: Shelley B. Leibowitz | | Management | | Abstain | | For | | Against |
1I. | | Election of Director: Stephen J. Luczo | | Management | | Abstain | | For | | Against |
1J. | | Election of Director: Jami Miscik | | Management | | Abstain | | For | | Against |
1K. | | Election of Director: Dennis M. Nally | | Management | | Abstain | | For | | Against |
1L. | | Election of Director: Mary L. Schapiro | | Management | | Abstain | | For | | Against |
1M. | | Election of Director: Perry M. Traquina | | Management | | Abstain | | For | | Against |
1N. | | Election of Director: Rayford Wilkins, Jr. | | Management | | Abstain | | For | | Against |
2. | | To ratify the appointment of Deloitte & Touche LLP as independent auditor. | | Management | | Abstain | | For | | Against |
3. | | To approve the compensation of executives as disclosed in the proxy statement (non- binding advisory vote). | | Management | | Abstain | | For | | Against |
4. | | To approve the amended and restated Equity Incentive Compensation Plan. | | Management | | Abstain | | For | | Against |
SHAW COMMUNICATIONS INC.
Security | 82028K200 | Meeting Type | Special |
Ticker Symbol | SJR | Meeting Date | 20-May-2021 |
ISIN | CA82028K2002 | Agenda | 935403648 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
01 | | A special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular dated April 14, 2021 (the "Circular"), to approve the proposed arrangement between Shaw Communications Inc. ("Shaw"), Rogers Communications Inc. (the "Purchaser") and the holders of Class A Participating Shares and Class B Non- Voting Participating Shares of Shaw pursuant to a plan of arrangement under section 193 of the Business Corporations Act (Alberta), whereby the Purchaser will, among other things, acquire all of the issued and outstanding Class A Participating Shares and Class B Non- Voting Participating Shares in the capital of Shaw, as more particularly described in the Circular. | | Management | | | | For | | |
PEOPLE'S UNITED FINANCIAL, INC.
Security | 712704105 | Meeting Type | Special |
Ticker Symbol | PBCT | Meeting Date | 25-May-2021 |
ISIN | US7127041058 | Agenda | 935420226 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Adoption of the Agreement and Plan of Merger, dated as of February 21, 2021 (as it may be amended from time to time), by and among People's United Financial, Inc. ("People's United"), M&T Bank Corporation ("M&T") and Bridge Merger Corp. ("Merger Sub"), pursuant to which Merger Sub will merge with and into People's United and, as soon as reasonably practicable thereafter, People's United will merge with and into M&T, with M&T as the surviving entity (the "People's United merger proposal"). | | Management | | For | | For | | For |
2. | | Approval of, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of People's United in connection with the transactions contemplated by the merger agreement (the "People's United compensation proposal"). | | Management | | For | | For | | For |
3. | | Approval of the adjournment of the People's United special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the People's United merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to People's United shareholders (the "People's United adjournment proposal"). | | Management | | For | | For | | For |
SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
Security | 84920Y106 | Meeting Type | Annual |
Ticker Symbol | SPWH | Meeting Date | 26-May-2021 |
ISIN | US84920Y1064 | Agenda | 935394065 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1.1 | | Election of Director: Joseph P. Schneider | | Management | | For | | For | | For |
1.2 | | Election of Director: Christopher Eastland | | Management | | For | | For | | For |
1.3 | | Election of Director: Philip Williamson | | Management | | For | | For | | For |
2. | | Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal 2021. | | Management | | For | | For | | For |
3. | | Approval, on an advisory basis, of our named executive officer compensation. | | Management | | For | | For | | For |
EUSKALTEL S.A. | |
| |
Security | E4R02W105 | Meeting Type | Annual General Meeting |
Ticker Symbol | EKT | Meeting Date | 02-Jun-2021 |
ISIN | ES0105075008 | Agenda | 714033038 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | | Non-Voting | | | | | | |
CMMT | | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 03 JUN 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. | | Non-Voting | | | | | | |
1 | | APPROVE CONSOLIDATED AND STANDALONE FINANCIAL STATEMENTS | | Management | | For | | For | | For |
2 | | APPROVE CONSOLIDATED AND STANDALONE MANAGEMENT REPORTS | | Management | | For | | For | | For |
3 | | APPROVE NON-FINANCIAL INFORMATION STATEMENT | | Management | | For | | For | | For |
4 | | APPROVE DISCHARGE OF BOARD | | Management | | For | | For | | For |
5 | | RENEW APPOINTMENT OF KPMG AUDITORES AS AUDITOR | | Management | | For | | For | | For |
6 | | APPROVE ALLOCATION OF INCOME AND DIVIDENDS | | Management | | Against | | For | | Against |
7 | | AMEND REMUNERATION POLICY FOR FY 2019, 2020 AND 2021 | | Management | | For | | For | | For |
8 | | RECEIVE AMENDMENTS TO BOARD OF DIRECTORS REGULATIONS | | Non-Voting | | | | | | |
9 | | AUTHORIZE BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS | | Management | | For | | For | | For |
10 | | ADVISORY VOTE ON REMUNERATION REPORT | | Management | | For | | For | | For |
CMMT | | 04 MAY 2021: PLEASE NOTE THAT IF YOU HOLD CREST DEPOSITORY INTERESTS (CDIS)-AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED- MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT-CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE-CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST-SYSTEM DEADLINE. | | Non-Voting | | | | | | |
| | ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN-THE CREST SYSTEM. THE CDIS WILL BE RELEASED FROM ESCROW AS SOON AS-PRACTICABLE ON THE BUSINESS DAY PRIOR TO MEETING DATE UNLESS OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE-BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS- MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION-AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE-TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST- SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY- PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU | | | | | | | | |
CMMT | | 04 MAY 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | | Non-Voting | | | | | | |
BRYN MAWR BANK CORPORATION
Security | 117665109 | Meeting Type | Special |
Ticker Symbol | BMTC | Meeting Date | 10-Jun-2021 |
ISIN | US1176651099 | Agenda | 935435708 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | Approval of the Agreement and Plan of Merger, dated as of March 9, 2021, by and between WSFS Financial Corporation ("WSFS") and Bryn Mawr Bank Corporation ("Bryn Mawr"), pursuant to which, among other things, Bryn Mawr will merge with and into WSFS and, simultaneously with the merger, The Bryn Mawr Trust Company will merge with and into Wilmington Savings Fund Society, FSB ("Merger Proposal"). | | Management | | For | | For | | For |
2. | | An advisory (non-binding) proposal to approve the specified compensation that may become payable to the named executive officers of Bryn Mawr in connection with the merger. | | Management | | For | | For | | For |
3. | | Approval of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Merger Proposal. | | Management | | For | | For | | For |
FLY LEASING LTD
Security | 34407D109 | Meeting Type | Special |
Ticker Symbol | FLY | Meeting Date | 10-Jun-2021 |
ISIN | US34407D1090 | Agenda | 935439679 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To approve amendment of bye-law 73 of the existing bye-laws of the Company by replacing the existing bye-law 73 with the following new bye-law 73 (the "Bye-Law Proposal"): "73. AMALGAMATIONS OR MERGERS, 73.1. Subject to Bye-law 73.2, the Company shall not engage in any amalgamation or merger unless such amalgamation or merger has been approved by a resolution of the Members including the affirmative votes of at least 66% of all votes attaching to all shares in issue entitling the holder ...(due to space limits, see proxy material for full proposal). | | Management | | For | | For | | For |
2. | | To approve (i) the merger of Carlyle Aviation Elevate Merger Subsidiary Ltd. ("Merger Sub") with and into the Company (the "Merger"), whereby upon the effectiveness of the Merger, the corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving company in the Merger and a wholly-owned, direct subsidiary of Carlyle Aviation Elevate Ltd. ("Parent"); (ii) the agreement and plan of merger, dated as of March 27, 2021, as may be amended from time to time (the "Merger ...(due to space limits, see proxy material for full proposal). | | Management | | For | | For | | For |
3. | | To approve the adjournment of the special meeting as the chairman of the special meeting determines in accordance with the bye-laws of the Company in order for the Company to take such actions as the Board may determine as are necessary or appropriate, including to solicit additional proxies, if there are insufficient votes at the time of the special meeting to approve the Merger Proposal (the "Adjournment Proposal"). | | Management | | For | | For | | For |
GRUBHUB INC.
Security | 400110102 | Meeting Type | Special |
Ticker Symbol | GRUB | Meeting Date | 10-Jun-2021 |
ISIN | US4001101025 | Agenda | 935439580 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of 10 June 2020, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of 4 September 2020, as further amended by the Second Amendment to the Agreement and Plan of Merger, dated as of 12 March 2021, and as it may be further amended from time to time (the "Merger Agreement"), by and among Grubhub Inc. ("Grubhub"), Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc. and Checkers Merger Sub II, Inc. (such proposal, the "Merger Agreement Proposal"). | | Management | | For | | For | | For |
2. | | To approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to named executive officers of Grubhub in connection with the transactions contemplated by the Merger Agreement. | | Management | | For | | For | | For |
3. | | To adjourn the Special Meeting of the Stockholders of Grubhub (the "Grubhub Stockholder Meeting") from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Grubhub Stockholder Meeting to approve the Merger Agreement Proposal. | | Management | | For | | For | | For |
THE SUPREME CANNABIS COMPANY, INC.
Security | 86860J106 | Meeting Type | Special |
Ticker Symbol | SPRWF | Meeting Date | 10-Jun-2021 |
ISIN | CA86860J1066 | Agenda | 935439643 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | To pass, with or without variation, a special resolution, the full text of which is set forth in Appendix "A" to the accompanying management information circular of The Supreme Cannabis Company, Inc. dated May 11, 2021 (the "Circular"), to approve a proposed plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act whereby, among other things, Canopy Growth Corporation will acquire all of the issued and outstanding common shares of The Supreme Cannabis Company, Inc., all as more particularly described in the Circular. | | Management | | For | | For | | For |
TIKKURILA OYJ
Security | X90959101 | Meeting Type | Annual General Meeting |
Ticker Symbol | TIK1V | Meeting Date | 10-Jun-2021 |
ISIN | FI4000008719 | Agenda | 714202455 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
CMMT | | MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED | | Non-Voting | | | | | | |
CMMT | | A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED. | | Non-Voting | | | | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | | Non-Voting | | | | | | |
CMMT | | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 581297 DUE TO RESOLUTION-16 IS SINGLE VOTABLE ITEM. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE- DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK-YOU. | | Non-Voting | | | | | | |
CMMT | | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN-INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE- PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE- OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE-REPRESENTATIVE FOR ASSISTANCE | | Non-Voting | | | | | | |
1 | | OPENING OF THE MEETING | | Non-Voting | | | | | | |
2 | | CALLING THE MEETING TO ORDER | | Non-Voting | | | | | | |
3 | | ELECTION OF PERSON TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING OF-VOTES | | Non-Voting | | | | | | |
4 | | RECORDING THE LEGALITY OF THE MEETING | | Non-Voting | | | | | | |
5 | | RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES | | Non-Voting | | | | | | |
6 | | PRESENTATION OF THE FINANCIAL STATEMENTS, THE CONSOLIDATED FINANCIAL-STATEMENTS, THE BOARD OF DIRECTORS' REPORT, AND THE AUDITOR'S REPORT FOR 2020 | | Non-Voting | | | | | | |
7 | | ADOPTION OF THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENT | | Management | | For | | For | | For |
8 | | DUE TO THE ONGOING TENDER OFFER FOR ALL THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY BY PPG INDUSTRIES, INC., THE BOARD OF DIRECTORS PROPOSES THAT TIKKURILA'S ANNUAL GENERAL MEETING DECIDES THAT NO DIVIDEND BE PAID FROM THE FINANCIAL YEAR 2020 RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND | | Management | | For | | For | | For |
9 | | RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY | | Management | | For | | For | | For |
10 | | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING ADOPTS THE REMUNERATION REPORT FOR THE YEAR 2020 ADOPTION OF THE REMUNERATION REPORT FOR GOVERNING BODIES | | Management | | For | | For | | For |
11 | | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS WOULD REMAIN UNCHANGED AND THAT THE ANNUAL REMUNERATION WOULD BE: EUR 64,000 FOR THE CHAIRMAN, EUR 40,000 FOR THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE | | Management | | For | | For | | For |
| | CHAIRMAN OF THE AUDIT COMMITTEE, AND EUR 32,000 FOR OTHER MEMBERS OF THE BOARD OF DIRECTORS. THE ANNUAL REMUNERATION IS PAID FULLY IN CASH. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS | | | | | | | | |
12 | | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS TO BE ELECTED BE SEVEN (7). RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS | | Management | | For | | For | | For |
13 | | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE PRESENT MEMBERS LARS PETER LINDFORS, RIITTA MYNTTINEN, JARI PAASIKIVI, ANDREY PANTYUKHOV, CATHERINE SAHLGREN, PETTERI WALLD N AND HEIKKI WESTERLUND WOULD BE RE-ELECTED FOR A TERM ENDING AT THE CLOSURE OF THE NEXT ANNUAL GENERAL MEETING, UNLESS THE CONDITIONAL RESOLUTION PROPOSED UNDER ITEM 16 BECOMES EFFECTIVE AT AN EARLIER DATE WITH RESPECT TO THE TERM OF ANY SUCH BOARD MEMBERS. ELECTION OF MEMBERS, CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS | | Management | | For | | For | | For |
14 | | THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING, ON THE RECOMMENDATION OF THE AUDIT COMMITTEE, THAT THE AUDITOR'S FEES BE PAID AGAINST AN INVOICE APPROVED BY THE COMPANY. RESOLUTION ON THE REMUNERATION OF THE AUDITOR | | Management | | For | | For | | For |
15 | | THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING, ON THE RECOMMENDATION OF THE AUDIT COMMITTEE, THAT THE AUTHORIZED PUBLIC ACCOUNTANT FIRM ERNST & YOUNG OY BE RE- ELECTED AS THE COMPANY'S AUDITOR FOR THE TERM THAT ENDS AT THE END OF THE NEXT ANNUAL GENERAL MEETING. ERNST & YOUNG OY HAS INFORMED THAT APA ANTTI SUOMINEN WILL ACT AS THE PRINCIPAL AUDITOR ELECTION OF THE AUDITOR | | Management | | For | | For | | For |
16 | | DUE TO THE PENDING TENDER OFFER, THE NOMINATION BOARD PROPOSES THAT THE ANNUAL GENERAL MEETING RESOLVES CONDITIONALLY ON THE MATTERS SET FORTH IN ITEMS 16 (A) - (B) BELOW. THE PROPOSALS OF THE NOMINATION BOARD SET FORTH IN ITEMS 16 (A) - (B) BELOW FORM AN ENTIRETY THAT REQUIRES THE ADOPTION OF ALL ITS INDIVIDUAL ITEMS BY A SINGLE DECISION CONDITIONAL RESOLUTIONS RELATING TO THE BOARD OF DIRECTORS | | Management | | For | | For | | For |
17 | | DUE TO THE ONGOING THE TENDER OFFER, THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE ANNUAL GENERAL MEETING DECIDES TO DISBAND THE NOMINATION BOARD, SUCH RESOLUTION BEING CONDITIONAL AND BECOMING EFFECTIVE UPON PPG INDUSTRIES, INC. OR ITS SUBSIDIARY OBTAINING MORE THAN NINETY (90) PERCENT OF ALL THE SHARES AND VOTING RIGHTS ATTACHED TO THE SHARES AND THE SUBSEQUENT REGISTRATION OF THE RIGHT AND OBLIGATION OF PPG INDUSTRIES, INC. OR ITS SUBSIDIARY TO REDEEM MINORITY SHARES WITH THE FINNISH TRADE REGISTER. CONDITIONAL RESOLUTION RELATING TO THE DISBANDMENT OF THE NOMINATION BOARD | | Management | | For | | For | | For |
18 | | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE UPON THE REPURCHASE OF A MAXIMUM 4,400,000 OF THE COMPANY'S OWN SHARES WITH ASSETS PERTAINING TO THE COMPANY'S UNRESTRICTED EQUITY IN ONE OR SEVERAL TRANCHES. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES | | Management | | For | | For | | For |
19 | | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE TO TRANSFER THE COMPANY'S OWN SHARES HELD BY THE COMPANY OR TO ISSUE NEW SHARES IN ONE OR SEVERAL TRANCHES LIMITED TO A MAXIMUM OF 4,400,000 SHARES AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES | | Management | | For | | For | | For |
20 | | CLOSING OF THE MEETING | | Non-Voting | | | | | | |
NUANCE COMMUNICATIONS, INC.
Security | 67020Y100 | Meeting Type | Special |
Ticker Symbol | NUAN | Meeting Date | 15-Jun-2021 |
ISIN | US67020Y1001 | Agenda | 935445406 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, by and among Microsoft Corporation, Big Sky Merger Sub Inc. ("Sub") and Nuance Communications, Inc. (the "Company"), pursuant to which Sub will merge with and into the Company (the "Merger"). | | Management | | For | | For | | For |
2. | | To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the Company's named executive officers in connection with the Merger. | | Management | | For | | For | | For |
TERVITA CORPORATION
Security | 88159E103 | Meeting Type | Special |
Ticker Symbol | TRVCF | Meeting Date | 15-Jun-2021 |
ISIN | CA88159E1034 | Agenda | 935435621 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1 | | To consider, pursuant to an interim order of the Court of Queen's Bench of Alberta dated May 6, 2021, and, if deemed advisable, to approve, with or without variation, a special resolution to approve a plan of arrangement under section 193 of the Business Corporations Act (Alberta) involving the acquisition by SECURE of all of the issued and outstanding common shares of Tervita and the amalgamation of Tervita and SECURE, all as more particularly described in the Information Circular. | | Management | | For | | For | | For |
PREMIER FINANCIAL BANCORP, INC.
Security | 74050M105 | Meeting Type | Annual |
Ticker Symbol | PFBI | Meeting Date | 16-Jun-2021 |
ISIN | US74050M1053 | Agenda | 935427496 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | DIRECTOR | | Management | | | | | | |
| | 1 | Toney K. Adkins | | | | For | | For | | For |
| | 2 | Philip E. Cline | | | | For | | For | | For |
| | 3 | Harry M. Hatfield | | | | For | | For | | For |
| | 4 | Lloyd G. Jackson II | | | | For | | For | | For |
| | 5 | Douglas V. Reynolds | | | | For | | For | | For |
| | 6 | Marshall T. Reynolds | | | | For | | For | | For |
| | 7 | Neal W. Scaggs | | | | For | | For | | For |
| | 8 | Robert W. Walker | | | | For | | For | | For |
| | 9 | Thomas W. Wright | | | | For | | For | | For |
2. | | To ratify the appointment of Crowe LLP as the Company's Independent auditors for the fiscal year ending December 31, 2021. | | Management | | For | | For | | For |
3. | | To consider and approve the Company's executive compensation in an advisory vote. | | Management | | For | | For | | For |
GRUBHUB INC.
Security | 400110102 | Meeting Type | Annual |
Ticker Symbol | GRUB | Meeting Date | 18-Jun-2021 |
ISIN | US4001101025 | Agenda | 935421076 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | DIRECTOR | | Management | | | | | | |
| | 1 | Katrina Lake | | | | Withheld | | For | | Against |
| | 2 | Matthew Maloney | | | | Withheld | | For | | Against |
| | 3 | Brian McAndrews | | | | Withheld | | For | | Against |
2. | | Ratification of the appointment of Crowe LLP as Grubhub Inc.'s independent registered accounting firm for the fiscal year ending December 31, 2021. | | Management | | Abstain | | For | | Against |
3. | | Advisory vote to approve named executive officer compensation. | | Management | | Abstain | | For | | Against |
LUMINEX CORPORATION
Security | 55027E102 | Meeting Type | Special |
Ticker Symbol | LMNX | Meeting Date | 21-Jun-2021 |
ISIN | US55027E1029 | Agenda | 935446193 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, as it may be amended, supplemented or modified from time to time, by and among Luminex Corporation, DiaSorin S.p.A., and Diagonal Subsidiary Inc. and approve the Merger. | | Management | | For | | For | | For |
2. | | To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders of Luminex Corporation a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement and approve the Merger. | | Management | | For | | For | | For |
3. | | To approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Luminex Corporation's named executive officers that is based on or otherwise relates to the Merger. | | Management | | For | | For | | For |
PACIFIC MERCANTILE BANCORP
Security | 694552100 | Meeting Type | Special |
Ticker Symbol | PMBC | Meeting Date | 23-Jun-2021 |
ISIN | US6945521002 | Agenda | 935439617 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | PMB Merger Proposal: To approve the principal terms of the Agreement and Plan of Merger, dated as of March 22, 2021, by and between Banc of California, Inc. and PMB, as such agreement may be amended from time to time, a copy of which is attached as Appendix A to this joint proxy statement/prospectus. | | Management | | For | | For | | For |
2. | | PMB NEO Compensation Proposal: To approve, on an advisory (non- binding) basis, the compensation to be paid to the named executive officers of PMB in connection with the merger. | | Management | | For | | For | | For |
3. | | PMB Adjournment Proposal: To approve one or more adjournments of the PMB special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies if there are insufficient votes at the time of the PMB special meeting to approve the PMB merger proposal or the PMB NEO compensation proposal. | | Management | | For | | For | | For |
COHERENT, INC.
Security | 192479103 | Meeting Type | Special |
Ticker Symbol | COHR | Meeting Date | 24-Jun-2021 |
ISIN | US1924791031 | Agenda | 935434578 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (the "merger agreement"). | | Management | | For | | For | | For |
2. | | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent's named executive officers in connection with the transactions contemplated by the merger agreement. | | Management | | For | | For | | For |
3. | | To adjourn Coherent's special meeting of stockholders (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | | Management | | For | | For | | For |
COHERENT, INC.
Security | 192479103 | Meeting Type | Special |
Ticker Symbol | COHR | Meeting Date | 24-Jun-2021 |
ISIN | US1924791031 | Agenda | 935443008 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1. | | To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (the "merger agreement"). | | Management | | For | | For | | For |
2. | | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent's named executive officers in connection with the transactions contemplated by the merger agreement. | | Management | | For | | For | | For |
3. | | To adjourn Coherent's special meeting of stockholders (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | | Management | | For | | For | | For |
TALEND S.A. | | | |
| | | |
Security | 874224207 | Meeting Type | Annual |
Ticker Symbol | TLND | Meeting Date | 29-Jun-2021 |
ISIN | US8742242071 | Agenda | 935441458 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
O1 | | To ratify the provisional appointment of Ms. Elissa Fink as Director. | | Management | | For | | For | | For |
O2 | | To ratify the provisional appointment of Mr. Ryan Kearny as Director. | | Management | | For | | For | | For |
O3 | | To renew the term of office of Mr. Ryan Kearny as Director. | | Management | | For | | For | | For |
O4 | | To renew the term of office of Mr. Patrick Jones as Director. | | Management | | For | | For | | For |
O5 | | To renew the term of office of Ms. Christal Bemont as Director. | | Management | | For | | For | | For |
O6 | | To approve, on an advisory basis, the compensation of our named executive officers. | | Management | | For | | For | | For |
O7 | | To approve the statutory financial statements for the year ended December 31, 2020. | | Management | | For | | For | | For |
O8 | | To allocate earnings for the year ended December 31, 2020. | | Management | | For | | For | | For |
O9 | | To approve the consolidated financial statements for the year ended December 31, 2020 prepared in accordance with IFRS. | | Management | | For | | For | | For |
O10 | | To approve an indemnification agreement entered into with Ms. Elissa Fink (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | | Management | | For | | For | | For |
O11 | | To approve an indemnification agreement entered into with Mr. Ryan Kearny (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | | Management | | For | | For | | For |
O12 | | To approve a consulting agreement entered into with Mr. Michael Tuchen (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | | Management | | For | | For | | For |
O13 | | To approve a separation agreement and release entered into with Mr. Laurent Bride (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code). | | Management | | For | | For | | For |
O14 | | To ratify the selection of KPMG LLP as the independent registered public accountant for the Company for the fiscal year ending December 31, 2021 with respect to the Company's financial statements prepared in accordance with generally accepted accounting principles in the United States for SEC reporting purposes. | | Management | | For | | For | | For |
E15 | | To delegate authority to the board of directors to grant existing and/or newly issued free shares of the Company to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code. | | Management | | For | | For | | For |
E16 | | To delegate authority to the board of directors to issue share warrants (bons de souscription d'actions), without shareholders' preferential subscription right, for the benefit of a category of persons meeting certain characteristics. | | Management | | For | | For | | For |
E17 | | To delegate authority to the board of directors to grant options to subscribe for new ordinary shares or options to purchase ordinary shares of the Company, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-180 et seq. of the French Commercial Code. | | Management | | For | | For | | For |
E18 | | To limit the amount of issues under Proposal Nos. 15, 16 and 17. | | Management | | For | | For | | For |
E19 | | To delegate authority to the board of directors to increase the share capital by way of the issue of shares of the Company to participants in a company savings plan (plan d'épargned'entreprise) established in accordance with Articles L. 3332-1et seq. of the French Labor Code. | | Management | | For | | For | | For |
CARDTRONICS PLC | | | |
| | | |
Security | G1991C105 | Meeting Type | Annual |
Ticker Symbol | CATM | Meeting Date | 30-Jun-2021 |
ISIN | GB00BYT18414 | Agenda | 935458225 - Management |
Item | | Proposal | | Proposed by | | Vote | | Management Recommendation | | For/Against Management |
1A. | | Election of Class II Director to serve until the 2024 Annual General Meeting: Juli C. Spottiswood | | Management | | Abstain | | For | | Against |
1B. | | Election of Class II Director to serve until the 2024 Annual General Meeting: Edward H. West | | Management | | Abstain | | For | | Against |
1C. | | Election of Class II Director to serve until the 2024 Annual General Meeting: Rahul Gupta | | Management | | Abstain | | For | | Against |
2. | | To ratify, on an advisory basis, our Audit Committee's selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2021. | | Management | | Abstain | | For | | Against |
3. | | To re-appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next annual general meeting of shareholders at which accounts are presented to our shareholders. | | Management | | Abstain | | For | | Against |
4. | | To authorize our Audit Committee to determine our U.K. statutory auditors' remuneration. | | Management | | Abstain | | For | | Against |
5. | | To approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement. | | Management | | Abstain | | For | | Against |
6. | | To approve, on an advisory basis, the Directors' Remuneration Report (other than the Directors' Remuneration Policy) for the fiscal year ended December 31, 2020. | | Management | | Abstain | | For | | Against |
7. | | To receive our U.K. Annual Reports and Accounts for the fiscal year ended December 31, 2020, together with the reports of the auditors therein. | | Management | | Abstain | | For | | Against |
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.
| AltShares Trust |
| | |
| | |
| By: | /s/ John S. Orrico |
| | John S. Orrico |
| | President (Principal Executive Officer) |
| | |
| Date: | August 20, 2021 |
| | |
| | |