UNITED STATES
SECURTITIES 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: 811-179
Central Securities Corporation
(Exact name of Registrant as specified in charter)
630 Fifth Avenue, Eighth Floor
New York, New York 10111
(Address of principal executive offices)
Registrant’s telephone number: 212-698-2020
Date of fiscal year end: December 31
Date of reporting period: July 1, 2018 - June 30, 2019
| Issuer:Microsoft Corporation | CUSIP:594918104 |
Ticker:MSFT
Meeting Date:11/28/18
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1A. Election of William H. Gates III as a director of the company. | Management | FOR | FOR |
| 1B. Election of Reid G. Hoffman as a director of the company. | Management | FOR | FOR |
| 1C. Election of Hugh F. Johnston as a director of the company. | Management | FOR | FOR |
| 1D. Election of Teri L List-Stoll as a director of the company. | Management | FOR | FOR |
| 1E. Election of Satya Nadella as a director of the company. | Management | FOR | FOR |
| 1F. Election of Charles H. Noski as a director of the company. | Management | FOR | FOR |
| 1G. Election of Helmut Panke as a director of the company. | Management | FOR | FOR |
| 1H. Election of Sandra E. Peterson as a director of the company. | Management | FOR | FOR |
| 1I. Election of Penny S. Pritzker as a director of the company. | Management | FOR | FOR |
| 1J. Election of Charles W. Scharf as a director of the company. | Management | FOR | FOR |
| 1K. Election of Arne M. Sorenson as a director of the company. | Management | FOR | FOR |
| 1L. Election of John W. Stanton as a director of the company. | Management | FOR | FOR |
| 1M. Election of John W. Thompson as a director of the company. | Management | FOR | FOR |
| 1N. Election of Padmasree Warrior as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 3. Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2019. | Management | FOR | FOR |
| | | | | |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Medtronic plc | CUSIP:G5960L103 |
Ticker:MDT
Meeting Date:12/7/18
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Richard H. Anderson as a director of the company. | Management | FOR | FOR |
| 1b. Election of Craig Arnold as a director of the company. | Management | FOR | FOR |
| 1c. Election of Scott C. Donnelly as a director of the company. | Management | FOR | FOR |
| 1d. Election of Randall J. Hogan III as a director of the company. | Management | FOR | FOR |
| 1e. Election of Omar Ishrak as a director of the company. | Management | FOR | FOR |
| 1f. Election of Michael O. Leavitt as a director of the company. | Management | FOR | FOR |
| 1g. Election of James T. Lenehan as a director of the company. | Management | FOR | FOR |
| 1h. Election of Elizabeth Nabel, M.D. as a director of the company. | Management | FOR | FOR |
| 1i. Election of Denise M. O’Leary as a director of the company. | Management | FOR | FOR |
| 1j. Election of Kendall J. Powell as a director of the company. | Management | FOR | FOR |
| 2. To ratify, in a non-binding vote, the re-appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2019 and authorize the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration. | Management | FOR | FOR |
| 3. To approve in a non-binding advisory vote, named executive officer compensation (a “say-on-pay” vote). | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Coherent, Inc. | CUSIP:192479103 |
Ticker:COHR
Meeting Date:2/28/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1.A. Election of John R. Ambroseo as a director of the company. | Management | FOR | FOR |
| 1.B. Election of Jay T. Flatley as a director of the company. | Management | FOR | FOR |
| 1.C. Election of Pamela Fletcher as a director of the company. | Management | FOR | FOR |
| 1.D. Election of Susan M. James as a director of the company. | Management | FOR | FOR |
| 1.E. Election of Michael R. McMullen as a director of the company. | Management | FOR | FOR |
| 1.F. Election of Garry W. Rogerson as a director of the company. | Management | FOR | FOR |
| 1.G. Election of Steven Skaggs as a director of the company. | Management | FOR | FOR |
| 1.H. Election of Sandeep Vij as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending September 28, 2019. | Management | FOR | FOR |
| 3. To approve, on a non-binding advisory basis, named executive officer compensation. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Analog Devices, Inc. | CUSIP:032654105 |
Ticker:ADI
Meeting Date:3/13/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Ray Stata as a director of the company. | Management | FOR | FOR |
| 1b. Election of Vincent Roche as a director of the company. | Management | FOR | FOR |
| 1c. Election of James A. Champy as a director of the company. | Management | FOR | FOR |
| 1d. Election of Anantha P. Chandrakasan as a director of the company. | Management | FOR | FOR |
| 1e. Election of Bruce R. Evans as a director of the company. | Management | FOR | FOR |
| 1f. Election of Edward H. Frank as a director of the company. | Management | FOR | FOR |
| 1g. Election of Karen M. Golz as a director of the company. | Management | FOR | FOR |
| 1h. Election of Mark M. Little as a director of the company. | Management | FOR | FOR |
| 1i. Election of Neil Novich as a director of the company. | Management | FOR | FOR |
| 1j. Election of Kenton J. Sicchitano as a director of the company. | Management | FOR | FOR |
| 1k. Election of Lisa T. Su as a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution to approve the compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of Ernst & Young LLP as independent public accounting firm for 2019. | Management | FOR | FOR |
| 4. Shareholder proposal relating to a diversity report. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Keysight Technologies, Inc. | CUSIP:49338L103 |
Ticker:KEYS
Meeting Date:3/21/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1.1. Election of James G. Cullen as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Jean M. Holloran as a director of the company. | Management | FOR | FOR |
| 2. To ratify the Audit and Finance Committee’s appointment of PricewaterhouseCoopers LLP as Keysight’s independent public accounting firm. | Management | FOR | FOR |
| 3. To approve, on an advisory basis, the compensation of Keysight’s named executive officers. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Citigroup Inc. | CUSIP:172967424 |
Ticker:C
Meeting Date:4/16/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Michael L. Corbat as a director of the company. | Management | FOR | FOR |
| 1b. Election of Ellen M. Costello as a director of the company. | Management | FOR | FOR |
| 1c. Election of Barbara J. Desoer as a director of the company. | Management | FOR | FOR |
| 1d. Election of John C. Dugan as a director of the company. | Management | FOR | FOR |
| 1e. Election of Duncan P. Hennes as a director of the company. | Management | FOR | FOR |
| 1f. Election of Peter B. Heney as a director of the company. | Management | FOR | FOR |
| 1g. Election of S. Leslie Ireland as a director of the company. | Management | FOR | FOR |
| 1h. Election of Lew W. (Jay) Jacobs, IV as a director of the company. | Management | FOR | FOR |
| 1i. Election of Renee J. James as a director of the company. | Management | FOR | FOR |
| 1j. Election of Eugene M. McQuade as a director of the company. | Management | FOR | FOR |
| 1k. Election of Gary M. Reiner as a director of the company. | Management | FOR | FOR |
| 1l. Election of Diana L. Taylor as a director of the company. | Management | FOR | FOR |
| 1m. Election of James S. Turley as a director of the company. | Management | FOR | FOR |
| 1n. Election of Deborah C. Wright as a director of the company. | Management | FOR | FOR |
| 1o. Election of Ernesto Zedillo Ponce de Leon as a director of the company. | Management | FOR | FOR |
| 2. Proposal to ratify the selection of KPMG LLP as Citi’s independent registered public accounting firm for 2019. | Management | FOR | FOR |
| 3. Advisory vote to approve Citi’s 2018 executive compensation. | Management | FOR | FOR |
| 4. Approval of an amendment to the Citigroup 2019 Stock Incentive Plan authorizing additional shares. | Management | FOR | FOR |
| 5. Shareholder proposal requesting Shareholder Proxy Access Enhancements to Citi’s Proxy Access Enhancement to Citi’s proxy access bylaw provision. | Stockholder | Against | FOR |
| 6. Shareholder proposal requesting that the Board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service. | Stockholder | Against | FOR |
| 7. Shareholder proposal requesting that the Board amend Citi’s bylaws to give holders in the aggregate of 15% of Citi’s outstanding common stock the power to call a special meeting. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Wells Fargo & Company | CUSIP:949746101 |
Ticker:WFC
Meeting Date:4/23/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of John D. Baker II as a director of the company. | Management | FOR | FOR |
| 1b. Election of Celeste A. Clark as a director of the company. | Management | FOR | FOR |
| 1c. Election of Theodore F. Craver, Jr. as a director of the company. | Management | FOR | FOR |
| 1d. Election of Elizabeth A. Duke as a director of the company. | Management | FOR | FOR |
| 1e. Election of Wayne M. Hewett as a director of the company. | Management | FOR | FOR |
| 1f. Election of Donald M. James as a director of the company. | Management | FOR | FOR |
| 1g. Election of Maria R. Morris as a director of the company. | Management | FOR | FOR |
| 1h. Election of Juan A. Pujadas as a director of the company. | Management | FOR | FOR |
| 1i. Election of James H. Quigley as a director of the company. | Management | FOR | FOR |
| 1j. Election of Ronald L. Sargent as a director of the company. | Management | FOR | FOR |
| 1k. Election of Timothy J. Sloan as a director of the company. | Management | FOR | FOR |
| 1l. Election of Suzanne M. Vautrinot as a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution to approve executive compensation. | Management | FOR | FOR |
| 3. Approve the company’s Amended and Restated Long-Term Incentive Compensation Plan. | Management | FOR | FOR |
| 4. Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2019. | Management | FOR | FOR |
| 4. Stockholder proposal – Report on Incentive-based compensation and risks of material losses. | Stockholder | Against | FOR |
| 5. Stockholder proposal – Report on global median gender pay gap. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:The Bank of New York Mellon Corporation | CUSIP:064058100 |
Ticker:BK
Meeting Date:4/9/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Steven D. Black as a director of the company. | Management | FOR | FOR |
| 1b. Election of Linda Z. Cook as a director of the company. | Management | FOR | FOR |
| 1c. Election of Joseph J. Echevarria as a director of the company. | Management | FOR | FOR |
| 1d. Election of Edward P. Garden as a director of the company. | Management | FOR | FOR |
| 1e. Election of Jeffrey A. Goldstein as a director of the company. | Management | FOR | FOR |
| 1f. Election of John M. Hinshaw as a director of the company. | Management | FOR | FOR |
| 1g. Election of Edmund F. “Ted” Kelly as a director of the company. | Management | FOR | FOR |
| 1h. Election of Jennifer B. Morgan as a director of the company. | Management | FOR | FOR |
| 1i. Election of Elizabeth E. Robinson as a director of the company. | Management | FOR | FOR |
| 1j. Election of Charles W. Scharf as a director of the company. | Management | FOR | FOR |
| 1k. Election of Samuel C. Scott III as a director of the company. | Management | FOR | FOR |
| 1l. Election of Alfred “Al” W. Zollar as a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution to approve the 2018 compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of KPMG LLP as independent auditor for 2019. | Management | FOR | FOR |
| 4. Amendment to Restated Certificate of Incorporation to enhance stockholder written consent rights. | Management | FOR | FOR |
| 5. Stockholder proposal regarding pay equity report. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Capital One Financial Corporation | CUSIP:14040H105 |
Ticker:COF
Meeting Date:5/1/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1A. Election of Richard D. Fairbank as a director of the company. | Management | FOR | FOR |
| 1B. Election of Aparna Chennapragada as a director of the company. | Management | FOR | FOR |
| 1C. Election of Ann Fritz Hackett as a director of the company. | Management | FOR | FOR |
| 1D. Election of Peter Thomas Killalea as a director of the company. | Management | FOR | FOR |
| 1E. Election of Cornelis “Eli” Leenaars as a director of the company. | Management | FOR | FOR |
| 1F. Election of Pierre E. Leroy as a director of the company. | Management | FOR | FOR |
| 1G. Election of Francois Locoh-Donou as a director of the company. | Management | FOR | FOR |
| 1H. Election of Peter E. Raskind as a director of the company. | Management | FOR | FOR |
| 1I. Election of Mayo A. Shattuck III as a director of the company. | Management | FOR | FOR |
| 1J. Election of Bradford H. Warner as a director of the company. | Management | FOR | FOR |
| 1K. Election of Catherine G. West as a director of the company. | Management | FOR | FOR |
| 2. Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for 2019. | Management | FOR | FOR |
| 3. Advisory approval of Capital One’s 2018 Named Executive Officer compensation. | Management | FOR | FOR |
| 4. Approval and adoption of the Capital One Financial Corporation Fifth Amended and Restated 2004 Stock Incentive Plan. | Management | FOR | FOR |
| 5. Stockholder proposal requesting stockholders’ right to act by written consent, if properly presented at the meeting. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Johnson & Johnson | CUSIP:478160104 |
Ticker:JNJ
Meeting Date:4/25/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Mary C. Beckerle as a director of the company. | Management | FOR | FOR |
| 1b. Election of D. Scott Davis as a director of the company. | Management | FOR | FOR |
| 1c. Election of Ian E.L. Davis as a director of the company. | Management | FOR | FOR |
| 1d. Election of Jennifer A. Doudna as a director of the company. | Management | FOR | FOR |
| 1e. Election of Alex Gorsky as a director of the company. | Management | FOR | FOR |
| 1f. Election of Marilyn A. Hewson as a director of the company. | Management | FOR | FOR |
| 1g. Election of Mark B. McClellan as a director of the company. | Management | FOR | FOR |
| 1h. Election of Anne M. Mulcahy as a director of the company. | Management | FOR | FOR |
| 1i. Election of William D. Perez as a director of the company. | Management | FOR | FOR |
| 1j. Election of Charles Prince as a director of the company. | Management | FOR | FOR |
| 1k. Election of A. Eugene Washington as a director of the company. | Management | FOR | FOR |
| 1l. Election of Ronald A. Williams as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 3. Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2019. | Management | FOR | FOR |
| 4. Shareholder proposal regarding clawback disclosure. | Stockholder | Against | FOR |
| 5. Shareholder proposal regarding executive compensation and drug pricing risks. | Stockholder | Against | FOR |
| Issuer:Alleghany Corporation | CUSIP:017175100 |
Ticker:Y
Meeting Date:4/26/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Karen Brenner as a director of the company. | Management | FOR | FOR |
| 1b. Election of John G. Foos as a director of the company. | Management | FOR | FOR |
| 1c. Election of Lauren M. Tyler as a director of the company. | Management | FOR | FOR |
| 2. Ratification of selection of Ernst & Young LLP as Alleghany Corporation’s independent registered public accounting firm for fiscal 2019. | Management | FOR | FOR |
| 3. Advisory vote to approve the compensation of the named executive officers of Alleghany Corporation. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Kinsale Capital Group, Inc. | CUSIP:49714P108 |
Ticker:KINS
Meeting Date:5/23/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1.1. Election of Michael P. Kehoe as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Steven J. Bensinger as a director of the company. | Management | FOR | FOR |
| 1.3. Election of Anne C. Kroenberg as a director of the company. | Management | FOR | FOR |
| 1.4. Election of Robert Lippincott III as a director of the company. | Management | FOR | FOR |
| 1.5. Election of James J. Ritchie as a director of the company. | Management | FOR | FOR |
| 1.6. Election of Fredrick L. Russell. Jr. as a director of the company. | Management | FOR | FOR |
| 1.7. Election of Gregory M. Share as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve executive compensation. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2019. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:American Express Corporation | CUSIP:025816109 |
Ticker:AXP
Meeting Date:5/6/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Charlene Barshefsky as a director of the company. | Management | FOR | FOR |
| 1b. Election of John J. Brennan as a director of the company. | Management | FOR | FOR |
| 1c. Election of Peter Chernin as a director of the company. | Management | FOR | FOR |
| 1d. Election of Ralph de la Vega as a director of the company. | Management | FOR | FOR |
| 1e. Election of Anne L. Lauvergeon as a director of the company. | Management | FOR | FOR |
| 1f. Election of Michael O. Leavitt as a director of the company. | Management | FOR | FOR |
| 1g. Election of Theodore J. Leonsis as a director of the company. | Management | FOR | FOR |
| 1h. Election of Stephen J. Squeri as a director of the company. | Management | FOR | FOR |
| 1i. Election of Daniel L. Vasella as a director of the company. | Management | FOR | FOR |
| 1j. Election of Ronald A. Williams as a director of the company. | Management | FOR | FOR |
| 1k. Election of Christopher D. Young as a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2019. | Management | FOR | FOR |
| 3. Approval, on an advisory basis, of the Company’s executive compensation. | Management | FOR | FOR |
| 4. Shareholder proposal relating to action by written consent. | Stockholder | Against | FOR |
| 5. Shareholder proposal relating to deducting the stock buyback impact from executive pay. | Stockholder | Against | FOR |
| 6. Shareholder proposal relating to gender pay equity. | Stockholder | Against | FOR |
| | | | |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Berkshire Hathaway Inc. | CUSIP:084670108 |
Ticker:BRK/A
Meeting Date:5/4/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1-01. Election of Warren E. Buffett as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Charles T. Munger as a director of the company. | Management | FOR | FOR |
| 1-03. Election of Gregory E. Abel as a director of the company. | Management | FOR | FOR |
| 1-04. Election of Howard G. Buffett as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Stephen B. Burke as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Susan L. Decker as a director of the company. | Management | FOR | FOR |
| 1-07. Election of William H. Gates III as a director of the company. | Management | FOR | FOR |
| 1-08. Election of David S. Gottesman as a director of the company. | Management | FOR | FOR |
| 1-09. Election of Charlotte Guyman as a director of the company. | Management | FOR | FOR |
| 1-10. Election of Ajit Jain as a director of the company. | Management | FOR | FOR |
| 1-11. Election of Thomas S. Murphy as a director of the company. | Management | FOR | FOR |
| 1-12. Election of Ronald L. Olson as a director of the company. | Management | FOR | FOR |
| 1-13. Election of Walter Scott, Jr. as a director of the company. | Management | FOR | FOR |
| 1-14. Election of Meryl B. Witmer as a director of the company. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Tri Pointe Group, Inc. | CUSIP:87265H109 |
Ticker:TPH
Meeting Date:4/30/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Douglas F. Bauer as a director of the company. | Management | FOR | FOR |
| 1b. Election of Lawrence B. Burrows as a director of the company. | Management | FOR | FOR |
| 1c. Election of Daniel S. Fulton as a director of the company. | Management | FOR | FOR |
| 1d. Election of Steven J. Gilbert as a director of the company. | Management | FOR | FOR |
| 1e. Election of Vicki D. McWilliams as a director of the company. | Management | FOR | FOR |
| 1f. Election of Constance B. Moore as a director of the company. | Management | FOR | FOR |
| 1g. Election of Thomas B. Rogers as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the appointment of Ernst & Young LLP as TRI Pointe Group, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2019. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Kemper Corporation | CUSIP:488401100 |
Ticker:KMPR
Meeting Date:5/1/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Teresa A. Canida as a director of the company. | Management | FOR | FOR |
| 1b. Election of George N. Cochran as a director of the company. | Management | FOR | FOR |
| 1c. Election of Kathleen M. Cronin as a director of the company. | Management | FOR | FOR |
| 1d. Election of Lacy M. Johnson as a director of the company. | Management | FOR | FOR |
| 1e. Election of Robert J. Joyce as a director of the company. | Management | FOR | FOR |
| 1f. Election of Joseph P. Lacher, Jr. as a director of the company. | Management | FOR | FOR |
| 1g. Election of Christopher B. Sarofim as a director of the company. | Management | FOR | FOR |
| 1h. Election of David P. Storch as a director of the company. | Management | FOR | FOR |
| 1i. Election of Susan D. Whiting as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accountant for 2019. | Management | FOR | FOR |
| 3. Advisory vote to approve the compensation of the Named Executive Officers. | Management | FOR | FOR |
| 4. Advisory vote to approve the Company’s 2019 Employee Stock Purchase Plan. | | | |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Heritage-Crystal Clean, Inc. | CUSIP:42726M106 |
Ticker:HCCI
Meeting Date:5/1/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1-01. Election of Brian Recatto as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Charles E. Schalliol as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year 2019. | Management | FOR | FOR |
| 3. Advisory vote to approve the named executive officer compensation for fiscal 2018, as disclosed in the Proxy Statement for the annual meeting. | Management | FOR | FOR |
| 4. To approve the adoption of the 2019 incentive award plan. | Management | FOR | FOR |
| 5. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 26,000,000 shares to 31,000,000 shares. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Cogent Communications Holdings, Inc. | CUSIP:19239V302 |
Ticker:CCOI
Meeting Date:5/1/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Dave Schaeffer as a director of the company. | Management | FOR | FOR |
| 1b. Election of Steven D. Brooks as a director of the company. | Management | FOR | FOR |
| 1c. Election of Timothy Weingarten as a director of the company. | Management | FOR | FOR |
| 1d. Election of Richard T. Liebhaber as a director of the company. | Management | FOR | FOR |
| 1e. Election of D. Blake Bath as a director of the company. | Management | FOR | FOR |
| 1f. Election of Marc Montagner as a director of the company. | Management | FOR | FOR |
| 1g. Election of Lewis H. Ferguson, III as a director of the company. | Management | FOR | FOR |
| 2. To ratify the appointment of Ernst & Young, LLP as independent registered public accountants for the fiscal year ending December 31, 2019. | Management | FOR | FOR |
| 3. To approve an amendment to the Company’s 2017 Incentive Award Plan to increase the number of shares available for issuance by 1.2 million shares. | Management | FOR | FOR |
| 4. Non-binding advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Wynn Resorts, Limited | CUSIP:983134107 |
Ticker:WYNN
Meeting Date:5/7/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Jay L. Johnson as a director of the company. | Management | FOR | FOR |
| 1b. Election of Margaret J. Myers as a director of the company. | Management | FOR | FOR |
| 1c. Election of Winifred M. Webb as a director of the company. | Management | FOR | FOR |
| 2. Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2019. | Management | FOR | FOR |
| 3. To approve, on a non-binding advisory basis, the compensation of named executive officers as described in the proxy statement. | Management | FOR | FOR |
| 4. Shareholder proposal requesting a political contributions report, if properly presented at the Annual Meeting. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:The Progressive Corporation | CUSIP:743315103 |
Ticker:PGR
Meeting Date:5/10/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Philip Bleser as a director of the company. | Management | FOR | FOR |
| 1b. Election of Stuart B. Burgdoerfer as a director of the company. | Management | FOR | FOR |
| 1c. Election of Pamela J. Craig as a director of the company. | Management | FOR | FOR |
| 1d. Election of Charles A. Davis as a director of the company. | Management | FOR | FOR |
| 1e. Election of Roger N. Farah as a director of the company. | Management | FOR | FOR |
| 1f. Election of Lawton W. Fitt as a director of the company. | Management | FOR | FOR |
| 1g. Election of Susan Patricia Griffith as a director of the company. | Management | FOR | FOR |
| 1h. Election of Jeffrey D. Kelly as a director of the company. | Management | FOR | FOR |
| 1i. Election of Patrick H. Nettles, Ph.D. as a director of the company. | Management | FOR | FOR |
| 1j. Election of Barbara R. Snyder as a director of the company. | Management | FOR | FOR |
| 1k. Election of Jan E. Tighe as a director of the company. | Management | FOR | FOR |
| 1l. Election of Kahina Van Dyke as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve the executive compensation program. | Management | FOR | FOR |
| 3. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2019. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Motorola Solutions, Inc. | CUSIP:620076307 |
Ticker:MSI
Meeting Date:5/13/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Gregory Q. Brown as a director of the company. | Management | FOR | FOR |
| 1b. Election of Kenneth D. Denman as a director of the company. | Management | FOR | FOR |
| 1c. Election of Egon P. Durban as a director of the company. | Management | FOR | FOR |
| 1d. Election of Clayton M. Jones as a director of the company. | Management | FOR | FOR |
| 1e. Election of Judy C. Lewent as a director of the company. | Management | FOR | FOR |
| 1f. Election of Gregory K. Mondre as a director of the company. | Management | FOR | FOR |
| 1g. Election of Anne R. Pramaggiore as a director of the company. | Management | FOR | FOR |
| 1h. Election of Joseph M. Tucci as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2019. | Management | FOR | FOR |
| 3. Advisory approval of the Company’s executive compensation. | Management | FOR | FOR |
| 4. Stockholder proposal re: Independent Director with Human Rights Expertise. | Stockholder | Against | FOR |
| 5. Stockholder proposal re: Lobbying Disclosure. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:The Charles Schwab Corporation | CUSIP:808513105 |
Ticker:SCHW
Meeting Date:5/15/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of John K Adams as a director of the company. | Management | FOR | FOR |
| 1b. Election of Stephen A. Ellis as a director of the company. | Management | FOR | FOR |
| 1c. Election of Arun Sarin as a director of the company. | Management | FOR | FOR |
| 1d. Election of Charles R. Schwab as a director of the company. | Management | FOR | FOR |
| 1e. Election of Paula A. Sneed as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the selection of Deloitte & Touche LLP as independent auditors. | Management | FOR | FOR |
| 3. Advisory vote to approve named executive officer compensation. | Management | FOR | FOR |
| 4. Stockholder proposal requesting annual disclosure of EEO-1 data. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:JPMorgan Chase & Co. | CUSIP:46625H100 |
Ticker:JPM
Meeting Date:5/21/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Linda B. Bammann as a director of the company. | Management | FOR | FOR |
| 1b. Election of James A. Bell as a director of the company. | Management | FOR | FOR |
| 1c. Election of Stephen B. Burke as a director of the company. | Management | FOR | FOR |
| 1d. Election of Todd A. Combs as a director of the company. | Management | FOR | FOR |
| 1e. Election of James S. Crown as a director of the company. | Management | FOR | FOR |
| 1f. Election of James Dimon as a director of the company. | Management | FOR | FOR |
| 1g. Election of Timothy P. Flynn as a director of the company. | Management | FOR | FOR |
| 1h. Election of Mellody Hobson as a director of the company. | Management | FOR | FOR |
| 1i. Election of Laban P. Jackson, Jr. as a director of the company. | Management | FOR | FOR |
| 1j. Election of Michael A. Neal as a director of the company. | Management | FOR | FOR |
| 1k. Election of Lee R. Raymond as a director of the company. | Management | FOR | FOR |
| 2. Advisory resolution to approve executive compensation. | Management | FOR | FOR |
| 3. Ratification of independent registered public accounting firm. | Management | FOR | FOR |
| 4. Stockholder proposal re: gender pay equity report. | Stockholder | Against | FOR |
| 5. Stockholder proposal re: enhancing stockholder proxy access. | Stockholder | Against | FOR |
| 6 Stockholder proposal regarding cumulative voting. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Rayonier Inc. | CUSIP:754907103 |
Ticker:RYN
Meeting Date:5/16/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1A. Election of Richard D. Kincaid as a director of the company. | Management | FOR | FOR |
| 1B. Election of Keith E. Bass as a director of the company. | Management | FOR | FOR |
| 1C. Election of Dod A. Fraser as a director of the company. | Management | FOR | FOR |
| 1D. Election of Scott R. Jones as a director of the company. | Management | FOR | FOR |
| 1E. Election of Bernard Lanigan, Jr. as a director of the company. | Management | FOR | FOR |
| 1F. Election of Blanche L. Lincoln as a director of the company. | Management | FOR | FOR |
| 1G. Election of V. Larkin Martin as a director of the company. | Management | FOR | FOR |
| 1H. Election of David L. Nunes as a director of the company. | Management | FOR | FOR |
| 1I. Election of Andrew G. Wiltshire as a director of the company. | Management | FOR | FOR |
| 2. Approval, on a non-binding advisory basis, of the compensation of the named executive officers as disclosed in the proxy statement. | Management | FOR | FOR |
| 3. Ratification of the appointment of Ernst & Young, LLP as the independent registered public accounting firm for 2019. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Intel Corporation | CUSIP:458140100 |
Ticker:INTC
Meeting Date:5/16/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Aneel Bhusri as a director of the company. | Management | FOR | FOR |
| 1b. Election of Andy D. Bryant as a director of the company. | Management | FOR | FOR |
| 1c. Election of Reed E. Hundt as a director of the company. | Management | FOR | FOR |
| 1d. Election of Omar Ishrak as a director of the company. | Management | FOR | FOR |
| 1e. Election of Risa Lavizzo-Mourey as a director of the company. | Management | FOR | FOR |
| 1f. Election of Tsu-Jae King Liu as a director of the company. | Management | FOR | FOR |
| 1g. Election of Gregory D. Smith as a director of the company. | Management | FOR | FOR |
| 1h. Election of Robert (“Bob”) Swan as a director of the company. | Management | FOR | FOR |
| 1i. Election of Andrew M. Wilson as a director of the company. | Management | FOR | FOR |
| 1j. Election of Frank D. Yeary as a director of the company. | Management | FOR | FOR |
| 2. Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for 2019. | Management | FOR | FOR |
| 3. Advisory vote to approve compensation of listed officers. | Management | FOR | FOR |
| 4. Approval of amendment and restatement of the 2006 Equity Incentive Plan. | | | |
| 5. Stockholder proposal on whether to allow stockholders to act by written consent, if properly presented. | Stockholder | Against | FOR |
| 6. Stockholder proposal requesting a report on the risks associated with emerging public policies addressing the gender pay gap, if properly presented. | Stockholder | Against | FOR |
| 7. Stockholder proposal requesting an annual advisory vote on political contributions, if properly presented. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Kinsale Capital Group | | CUSIP:49714P108 |
Ticker:
Meeting Date:5/23/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1.1. Election of Michael P. Kehoe as a director of the company. | Management | FOR | FOR |
| 1.2. Election of Steven J. Bensinger as a director of the company. | Management | FOR | FOR |
| 1.3. Election of Anne C. Kroenberg as a director of the company. | Management | FOR | FOR |
| 1.4. Election of Robert Lippincott III as a director of the company. | Management | FOR | FOR |
| 1.5. Election of James J. Ritchie as a director of the company. | Management | FOR | FOR |
| 1.6. Election of Frederick L. Russell, Jr. as a director of the company. | Management | FOR | FOR |
| 1.7. Election of Gregory M. Share as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve executive compensation. | Management | FOR | FOR |
| 3. Ratification of the appointment of KPMG LLP as independent auditor for fiscal year 2019. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Amazon.com, Inc. | CUSIP:023135106 |
Ticker:AMZN
Meeting Date:5/22/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Jeffrey P. Bezos as a director of the company. | Management | FOR | FOR |
| 1b. Election of Rosalind G. Brewer as a director of the company. | Management | FOR | FOR |
| 1c. Election of Jamie S. Gorelick as a director of the company. | Management | FOR | FOR |
| 1d. Election of Daniel P. Huttenlocher as a director of the company. | Management | FOR | FOR |
| 1e. Election of Judith A. McGrath as a director of the company. | Management | FOR | FOR |
| 1f. Election of Indra K. Nooyi as a director of the company. | Management | FOR | FOR |
| 1g. Election of Jonathan J. Rubinstein as a director of the company. | Management | FOR | FOR |
| 1h. Election of Thomas O. Ryder as a director of the company. | Management | FOR | FOR |
| 1i. Election of Patricia Q. Stonesifer as a director of the company. | Management | FOR | FOR |
| 1j. Election of Wendell P. Weeks as a director of the company. | Management | FOR | FOR |
| 2. Ratification of the appointment of Ernst & Young LLP as independent auditors. | Management | FOR | FOR |
| 3. Advisory vote to approve executive compensation. | Management | FOR | FOR |
| 4. Stockholder proposal requesting an annual report on management of food waste. | Stockholder | Against | FOR |
| 5. Stockholder proposal requesting a reduction in the ownership threshold for calling special shareholder meetings. | Stockholder | Against | FOR |
| 6. Stockholder proposal requesting a ban on government use of certain technologies. | Stockholder | Against | FOR |
| 7. Stockholder proposal requesting a report on the impact of government use of certain technologies. | Stockholder | Against | FOR |
| 8. Stockholder proposal requesting a report on certain products. | Stockholder | Against | FOR |
| 9. Stockholder proposal requesting an independent board chair policy. | Stockholder | Against | FOR |
| 10. Stockholder proposal requesting a report on certain employment policies. | Stockholder | Against | FOR |
| 11. Stockholder proposal requesting a report on climate change topics. | Stockholder | Against | FOR |
| 12. Stockholder proposal requesting a board ideology disclosure policy. | Stockholder | Against | FOR |
| 13. Stockholder proposal requesting changes to the company’s gender pay reporting. | Stockholder | Against | FOR |
| 14. Stockholder proposal requesting a report on integrating certain metrics into executive compensation. | Stockholder | Against | FOR |
| 15. Stockholder proposal regarding vote-counting practices for shareholder proposals. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Merck & Co., Inc. | CUSIP:58933Y105 |
Ticker:MRK
Meeting Date:5/28/2019
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Leslie A. Brun as a director of the company. | Management | FOR | FOR |
| 1b. Election of Thomas R. Cech as a director of the company. | Management | FOR | FOR |
| 1c. Election of Mary Ellen Coe as a director of the company. | Management | FOR | FOR |
| 1d. Election of Pamela J. Craig as a director of the company. | Management | FOR | FOR |
| 1e. Election of Kenneth C. Fraizer as a director of the company. | Management | FOR | FOR |
| 1f. Election of Thomas H. Glocer as a director of the company. | Management | FOR | FOR |
| 1g. Election of Rochelle B. Lazarus as a director of the company. | Management | FOR | FOR |
| 1h. Election of Paul B. Rothman as a director of the company. | Management | FOR | FOR |
| 1i. Election of Patricia F. Russo as a director of the company. | Management | FOR | FOR |
| 1j. Election of Inge G. Thulin as a director of the company. | Management | FOR | FOR |
| 1k. Election of Wendell P. Weeks as a director of the company. | Management | FOR | FOR |
| 1l. Election of Peter C. Wendell as a director of the company. | Management | FOR | FOR |
| 2. Non-binding advisory vote to approve the compensation of named executive officers. | Management | FOR | FOR |
| 3. Proposal to adopt the 2019 Incentive Stock Plan. | Management | FOR | FOR |
| 4. Ratification of the appointment of the Company’s independent registered public accounting firm for 2019. | Management | FOR | FOR |
| 5. Stockholder proposal concerning an independent board chairman. | Stockholder | Against | FOR |
| 6. Stockholder proposal concerning executive incentives and stock buybacks | Stockholder | Against | FOR |
| 7. Stockholder proposal concerning drug pricing. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Ribbon Communications, Inc. | CUSIP:762544104 |
Ticker:RBBN
Meeting Date:6/5/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Kim S. Fennebresque as a director of the company. | Management | FOR | FOR |
| 1b. Election of Bruns H. Grayson as a director of the company. | Management | FOR | FOR |
| 1c. Election of Franklin (Fritz) Hobbs as a director of the company. | Management | FOR | FOR |
| 1d. Election of Beatriz V. Infante as a director of the company. | Management | FOR | FOR |
| 1e. Election of Kent J. Mathy as a director of the company. | Management | FOR | FOR |
| 1f. Election of Richard J. Lynch as a director of the company. | Management | FOR | FOR |
| 1g. Election of Scott E. Schubert as a director of the company. | Management | FOR | FOR |
| 1h. Election of Rick W. Smith as a director of the company. | Management | FOR | FOR |
| 2. To approve the Ribbon Communications Inc. 2019 Incentive Award Plan. | Management | FOR | FOR |
| 3. To ratify the appointment of Deloitte & Touche LLP to serve as Ribbon Communications’ independent registered public accounting firm for the fiscal year ending December 31, 2019. | Management | FOR | FOR |
| 4. To approve, on a non-binding advisory basis, the compensation of Ribbon Communications’ named executive officers as disclosed in the “Compensation Discussion and Analysis” section and the accompanying compensation tables and related narratives contained in the Proxy Statement. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Hess Corporation | CUSIP:42809H107 |
Ticker:HES
Meeting Date:6/5/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of R.F. Chase as a director of the company. | Management | FOR | FOR |
| 1b. Election of T.J. Checki as a director of the company. | Management | FOR | FOR |
| 1c. Election of L.S. Coleman, Jr. as a director of the company. | Management | FOR | FOR |
| 1d. Election of J.B. Hess as a director of the company. | Management | FOR | FOR |
| 1e. Election of E.E. Holiday as a director of the company. | Management | FOR | FOR |
| 1f. Election of R. Lavizzo-Mourey as a director of the company. | Management | FOR | FOR |
| 1g. Election of M.S. Lipschultz as a director of the company. | Management | FOR | FOR |
| 1h. Election of D. McManus as a director of the company. | Management | FOR | FOR |
| 1i. Election of K.O. Myers as a director of the company. | Management | FOR | FOR |
| 1j. Election of J.H. Quigley as a director of the company. | Management | FOR | FOR |
| 1k. Election of W.G. Schrader as a director of the company. | Management | FOR | FOR |
| 2. Advisory vote to approve the compensation of named executive officers. | Management | FOR | FOR |
| 3. Ratification of the selection of Ernst & Young LLP as independent registered public accountants for the fiscal year ending December 31, 2019. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Roper Technologies, Inc. | CUSIP:776696106 |
Ticker:ROP
Meeting Date:6/10/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1a. Election of Shellye L. Archambeau as a director of the company. | Management | FOR | FOR |
| 1b. Election of Amy Woods Brinkley as a director of the company. | Management | FOR | FOR |
| 1c. Election of John F. Fort, III as a director of the company. | Management | FOR | FOR |
| 1d. Election of L. Neil Hunn as a director of the company. | Management | FOR | FOR |
| 1e. Election of Robert D. Johnson as a director of the company. | Management | FOR | FOR |
| 1f. Election of Robert E. Knowling, Jr. as a director of the company. | Management | FOR | FOR |
| 1g. Election of Wilbur J. Prezzano as a director of the company. | Management | FOR | FOR |
| 1h. Election of Laura G. Thatcher as a director of the company. | Management | FOR | FOR |
| 1i. Election of Richard F. Wallman as a director of the company. | Management | FOR | FOR |
| 1j. Election of Christopher Wright as a director of the company. | Management | FOR | FOR |
| 2. To consider, on a non-binding advisory basis, a resolution approving the compensation of named executive officers. | Management | FOR | FOR |
| 3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2019. | Management | FOR | FOR |
| 4. To consider a shareholder proposal regarding political contributions disclosure, if properly presented at the meeting. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Alphabet Inc. | CUSIP:02079K305 |
Ticker:GOOGL
Meeting Date:6/18/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1-01. Election of Larry Page as a director of the company. | Management | FOR | FOR |
| 1-02. Election of Sergey Brin as a director of the company. | Management | FOR | FOR |
| 1-03. Election of John L. Hennessy as a director of the company. | Management | FOR | FOR |
| 1-04. Election of L. John Doerr as a director of the company. | Management | FOR | FOR |
| 1-05. Election of Roger W. Ferguson, Jr. as a director of the company. | Management | FOR | FOR |
| 1-06. Election of Ann Mather as a director of the company. | Management | FOR | FOR |
| 1-07. Election of Alan R. Mulally as a director of the company. | Management | FOR | FOR |
| 1-08. Election of Sunder Pichai as a director of the company. | Management | FOR | FOR |
| 1-09. Election of K. Ram Shriram as a director of the company. | Management | FOR | FOR |
| 1-10. Election of Robin L. Washington as a director of the company. | Management | FOR | FOR |
| 2. The ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2019. | Management | FOR | FOR |
| 3. The amendment and restatement of Alphabet’s 2012 Stock Plan to increase the share reserve by 3,000,000 shares of Class C capital stock. | Management | FOR | FOR |
| 4. Stockholder proposal regarding equal shareholder voting, if properly presented at the meeting. | Stockholder | Against | FOR |
| 5. Stockholder proposal regarding inequitable employment practices, if properly presented at the meeting. | Stockholder | Against | FOR |
| 6. Stockholder proposal regarding the establishment of a societal risk oversight committee, if properly presented at the meeting. | Stockholder | Against | FOR |
| 7. Stockholder proposal regarding a report on sexual harassment risk management, if properly presented at the meeting. | Stockholder | Against | FOR |
| 8. Stockholder proposal regarding majority vote for the election of directors, if properly presented at the meeting. | Stockholder | Against | FOR |
| 9. Stockholder proposal regarding a report on gender pay, if properly presented at the meeting. | Stockholder | Against | FOR |
| 10. Stockholder proposal regarding strategic alternatives, if properly presented at the meeting. | Stockholder | Against | FOR |
-----------------------------------------------------------------------------------------------------------------------------
| Issuer:Liberty Global plc | CUSIP:G5480U120 |
Ticker:LBTYK
Meeting Date:6/11/19
| Matter Voted On | Proposed By | Fund Vote | For/
Against Mgt. |
| 1. To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022. | Management | FOR | FOR |
| 2. To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022. | Management | FOR | FOR |
| 3. To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022. | Management | FOR | FOR |
| 4. To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2018, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies). | Management | FOR | FOR |
| 5. To approve an amendment to the Liberty Global 2014 Incentive Plan (as amended and restated effective February 24, 2015) to increase the number of ordinary shares authorized under such plan from 105,000,000 to 155,000,000. | Management | FOR | FOR |
| 6. To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2019. | Management | FOR | FOR |
| 7. To appoint KPMG KKP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global). | Management | FOR | FOR |
| 8. To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation. | Management | FOR | FOR |
| 9. To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2019 annual general meeting of shareholders. | Management | FOR | FOR |
| 10. To authorize Liberty Global’s board of directors in accordance with Section 551 of the Act to exercise all the powers to allot shares in Liberty Global and to grant rights to subscribe for or to convert any security into shares of Liberty Global. | Management | FOR | FOR |
| 11. To authorize Liberty Global’s board of directors in accordance with Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) pursuant to the authority contemplated by resolution 10 for cash without the rights of pre-emption provided by Section 561 of the Act. | Management | FOR | FOR |
-----------------------------------------------------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Central Securities Corporation
| By (Signature and Title) | /s/ Wilmot H. Kidd |
| | Wilmot H. Kidd |
| | Chief Executive Officer |
Date: August 13, 2019
