UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
FORM N-PX |
annual report of proxy voting record of |
registered management investment company |
Investment Company Act file number: 811- 00523 |
BNY Mellon Large Cap Securities Fund, Inc. |
(Exact name of registrant as specified in charter) |
c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street New York, New York 10286 |
(Address of principal executive offices) (Zip code) |
Deirdre Cunnane, Esq. 240 Greenwich Street New York, New York 10286
|
(Name and address of agent for service) |
Registrant's telephone number, including area code: (212) 922-6400 |
Date of fiscal year end: 12/31 |
Date of reporting period: July 1, 2022-June 30, 2023 |
Item 1. Proxy Voting Record
================== BNY Mellon Large Cap Securities Fund, Inc. ================== ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 05, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Melody B. Meyer For For Management 1.3 Elect Director Frederick H. Waddell For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Eliminate Supermajority Vote For For Management Requirement 5 Adopt Simple Majority Vote Against For Shareholder 6 Report on Congruency of Political Against Against Shareholder Spending with Company Values and Priorities 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Report on Impact of Extended Patent Against For Shareholder Exclusivities on Product Access -------------------------------------------------------------------------------- ALCOA CORPORATION Ticker: AA Security ID: 013872106 Meeting Date: MAY 05, 2023 Meeting Type: Annual Record Date: MAR 08, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven W. Williams For For Management 1b Elect Director Mary Anne Citrino For For Management 1c Elect Director Pasquale (Pat) Fiore For For Management 1d Elect Director Thomas J. Gorman For For Management 1e Elect Director Roy C. Harvey For For Management 1f Elect Director James A. Hughes For For Management 1g Elect Director Carol L. Roberts For For Management 1h Elect Director Jackson (Jackie) P. For For Management Roberts 1i Elect Director Ernesto Zedillo For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Andrew R. Jassy For For Management 1c Elect Director Keith B. Alexander For For Management 1d Elect Director Edith W. Cooper For Against Management 1e Elect Director Jamie S. Gorelick For For Management 1f Elect Director Daniel P. Huttenlocher For Against Management 1g Elect Director Judith A. McGrath For Against Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director Jonathan J. Rubinstein For For Management 1j Elect Director Patricia Q. Stonesifer For For Management 1k Elect Director Wendell P. Weeks For For Management 2 Ratify Ratification of Ernst & Young For Against Management LLP as Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management 6 Report on Climate Risk in Retirement Against Against Shareholder Plan Options 7 Report on Customer Due Diligence Against For Shareholder 8 Revise Transparency Report to Provide Against Against Shareholder Greater Disclosure on Government Requests 9 Report on Government Take Down Requests Against Against Shareholder 10 Report on Impact of Climate Change Against Against Shareholder Strategy Consistent With Just Transition Guidelines 11 Publish a Tax Transparency Report Against Against Shareholder 12 Report on Climate Lobbying Against For Shareholder 13 Report on Median and Adjusted Against Against Shareholder Gender/Racial Pay Gaps 14 Report on Cost/Benefit Analysis of Against Against Shareholder Diversity, Equity and Inclusion Programs 15 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 16 Commission Third Party Assessment on Against For Shareholder Company's Commitment to Freedom of Association and Collective Bargaining 17 Consider Pay Disparity Between Against Against Shareholder Executives and Other Employees 18 Report on Animal Welfare Standards Against Against Shareholder 19 Establish a Public Policy Committee Against Against Shareholder 20 Adopt a Policy to Include Against Against Shareholder Non-Management Employees as Prospective Director Candidates 21 Commission a Third Party Audit on Against For Shareholder Working Conditions 22 Report on Efforts to Reduce Plastic Use Against For Shareholder 23 Commission Third Party Study and Against For Shareholder Report on Risks Associated with Use of Rekognition -------------------------------------------------------------------------------- AMETEK, INC. Ticker: AME Security ID: 031100100 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas A. Amato For For Management 1b Elect Director Anthony J. Conti For For Management 1c Elect Director Gretchen W. McClain For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For Against Management -------------------------------------------------------------------------------- ANSYS, INC. Ticker: ANSS Security ID: 03662Q105 Meeting Date: MAY 12, 2023 Meeting Type: Annual Record Date: MAR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert M. Calderoni For Against Management 1b Elect Director Glenda M. Dorchak For For Management 1c Elect Director Ajei S. Gopal For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Declassify the Board of Directors For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 10, 2023 Meeting Type: Annual Record Date: JAN 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Bell For For Management 1b Elect Director Tim Cook For For Management 1c Elect Director Al Gore For For Management 1d Elect Director Alex Gorsky For For Management 1e Elect Director Andrea Jung For For Management 1f Elect Director Art Levinson For For Management 1g Elect Director Monica Lozano For For Management 1h Elect Director Ron Sugar For For Management 1i Elect Director Sue Wagner For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Civil Rights and Against Against Shareholder Non-Discrimination Audit 6 Report on Operations in Communist China Against Against Shareholder 7 Adopt a Policy Establishing an Against Against Shareholder Engagement Process with Proponents to Shareholder Proposals 8 Report on Median Gender/Racial Pay Gap Against For Shareholder 9 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Ticker: AMAT Security ID: 038222105 Meeting Date: MAR 09, 2023 Meeting Type: Annual Record Date: JAN 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rani Borkar For For Management 1b Elect Director Judy Bruner For For Management 1c Elect Director Xun (Eric) Chen For For Management 1d Elect Director Aart J. de Geus For For Management 1e Elect Director Gary E. Dickerson For For Management 1f Elect Director Thomas J. Iannotti For For Management 1g Elect Director Alexander A. Karsner For For Management 1h Elect Director Kevin P. March For For Management 1i Elect Director Yvonne McGill For For Management 1j Elect Director Scott A. McGregor For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 6 Improve Executive Compensation Program Against Against Shareholder and Policy -------------------------------------------------------------------------------- ASSURANT, INC. Ticker: AIZ Security ID: 04621X108 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Elaine D. Rosen For For Management 1b Elect Director Paget L. Alves For For Management 1c Elect Director Rajiv Basu For For Management 1d Elect Director J. Braxton Carter For For Management 1e Elect Director Juan N. Cento For For Management 1f Elect Director Keith W. Demmings For For Management 1g Elect Director Harriet Edelman For For Management 1h Elect Director Sari Granat For For Management 1i Elect Director Lawrence V. Jackson For For Management 1j Elect Director Debra J. Perry For For Management 1k Elect Director Ognjen (Ogi) Redzic For For Management 1l Elect Director Paul J. Reilly For For Management 1m Elect Director Robert W. Stein For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sharon L. Allen For For Management 1b Elect Director Jose (Joe) E. Almeida For For Management 1c Elect Director Frank P. Bramble, Sr. For For Management 1d Elect Director Pierre J.P. de Weck For For Management 1e Elect Director Arnold W. Donald For For Management 1f Elect Director Linda P. Hudson For For Management 1g Elect Director Monica C. Lozano For For Management 1h Elect Director Brian T. Moynihan For For Management 1i Elect Director Lionel L. Nowell, III For For Management 1j Elect Director Denise L. Ramos For For Management 1k Elect Director Clayton S. Rose For For Management 1l Elect Director Michael D. White For For Management 1m Elect Director Thomas D. Woods For For Management 1n Elect Director Maria T. Zuber For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Omnibus Stock Plan For For Management 6 Require Independent Board Chair Against For Shareholder 7 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote 8 Disclose 2030 Absolute GHG Reduction Against Against Shareholder Targets Associated with Lending and Underwriting 9 Report on Climate Transition Plan Against For Shareholder Describing Efforts to Align Financing Activities with GHG Targets 10 Adopt Time-Bound Policy to Phase Out Against Against Shareholder Underwriting and Lending for New Fossil Fuel Development 11 Commission Third Party Racial Equity Against Against Shareholder Audit -------------------------------------------------------------------------------- BLACKROCK, INC. Ticker: BLK Security ID: 09247X101 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bader M. Alsaad For For Management 1b Elect Director Pamela Daley For For Management 1c Elect Director Laurence D. Fink For For Management 1d Elect Director William E. Ford For For Management 1e Elect Director Fabrizio Freda For For Management 1f Elect Director Murry S. Gerber For Against Management 1g Elect Director Margaret "Peggy" L. For For Management Johnson 1h Elect Director Robert S. Kapito For For Management 1i Elect Director Cheryl D. Mills For For Management 1j Elect Director Gordon M. Nixon For For Management 1k Elect Director Kristin C. Peck For For Management 1l Elect Director Charles H. Robbins For For Management 1m Elect Director Marco Antonio Slim Domit For For Management 1n Elect Director Hans E. Vestberg For For Management 1o Elect Director Susan L. Wagner For For Management 1p Elect Director Mark Wilson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Report on Third-Party Civil Rights Against Against Shareholder Audit 6 Report on Ability to Engineer Against Against Shareholder Decarbonization in the Real Economy 7 Report on Societal Impacts of Against Against Shareholder Aerospace & Defense Industry ETF -------------------------------------------------------------------------------- BOOKING HOLDINGS INC. Ticker: BKNG Security ID: 09857L108 Meeting Date: JUN 06, 2023 Meeting Type: Annual Record Date: APR 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glenn D. Fogel For For Management 1.2 Elect Director Mirian M. Graddick-Weir For For Management 1.3 Elect Director Wei Hopeman For For Management 1.4 Elect Director Robert J. Mylod, Jr. For For Management 1.5 Elect Director Charles H. Noski For For Management 1.6 Elect Director Larry Quinlan For For Management 1.7 Elect Director Nicholas J. Read For For Management 1.8 Elect Director Thomas E. Rothman For For Management 1.9 Elect Director Sumit Singh For For Management 1.10 Elect Director Lynn Vojvodich For For Management Radakovich 1.11 Elect Director Vanessa A. Wittman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For Against Management Auditors 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- CF INDUSTRIES HOLDINGS, INC. Ticker: CF Security ID: 125269100 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Javed Ahmed For For Management 1b Elect Director Robert C. Arzbaecher For For Management 1c Elect Director Deborah L. DeHaas For For Management 1d Elect Director John W. Eaves For For Management 1e Elect Director Stephen J. Hagge For For Management 1f Elect Director Jesus Madrazo Yris For For Management 1g Elect Director Anne P. Noonan For For Management 1h Elect Director Michael J. Toelle For For Management 1i Elect Director Theresa E. Wagler For For Management 1j Elect Director Celso L. White For For Management 1k Elect Director W. Anthony Will For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Certificate of Incorporation to For For Management Limit the Liability of Certain Officers 5 Ratify KPMG LLP as Auditors For Against Management 6 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- CHUBB LIMITED Ticker: CB Security ID: H1467J104 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2.1 Allocate Disposable Profit For For Management 2.2 Approve Dividend Distribution From For For Management Legal Reserves Through Capital Contributions Reserve Subaccount 3 Approve Discharge of Board of Directors For For Management 4.1 Ratify PricewaterhouseCoopers AG For Against Management (Zurich) as Statutory Auditor 4.2 Ratify PricewaterhouseCoopers LLP For Against Management (United States) as Independent Registered Accounting Firm 4.3 Ratify BDO AG (Zurich) as Special For For Management Audit Firm 5.1 Elect Director Evan G. Greenberg For For Management 5.2 Elect Director Michael P. Connors For For Management 5.3 Elect Director Michael G. Atieh For For Management 5.4 Elect Director Kathy Bonanno For For Management 5.5 Elect Director Nancy K. Buese For For Management 5.6 Elect Director Sheila P. Burke For For Management 5.7 Elect Director Michael L. Corbat For For Management 5.8 Elect Director Robert J. Hugin For For Management 5.9 Elect Director Robert W. Scully For For Management 5.10 Elect Director Theodore E. Shasta For For Management 5.11 Elect Director David H. Sidwell For For Management 5.12 Elect Director Olivier Steimer For For Management 5.13 Elect Director Frances F. Townsend For For Management 6 Elect Evan G. Greenberg as Board For For Management Chairman 7.1 Elect Michael P. Connors as Member of For For Management the Compensation Committee 7.2 Elect David H. Sidwell as Member of For For Management the Compensation Committee 7.3 Elect Frances F. Townsend as Member of For For Management the Compensation Committee 8 Designate Homburger AG as Independent For For Management Proxy 9.1 Amend Articles Relating to Swiss For For Management Corporate Law Updates 9.2 Amend Articles to Advance Notice Period For For Management 10.1 Cancel Repurchased Shares For For Management 10.2 Reduction of Par Value For For Management 11.1 Approve Remuneration of Directors in For For Management the Amount of USD 5.5 Million 11.2 Approve Remuneration of Executive For For Management Management in the Amount of USD 65 Million for Fiscal 2024 11.3 Approve Remuneration Report For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Advisory Vote on Say on Pay Frequency One Year One Year Management 14 Report on GHG Emissions Reduction Against For Shareholder Targets Aligned with the Paris Agreement Goal 15 Report on Human Rights Risk Assessment Against Against Shareholder -------------------------------------------------------------------------------- CONSTELLATION ENERGY CORPORATION Ticker: CEG Security ID: 21037T109 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joseph Dominguez For For Management 1.2 Elect Director Julie Holzrichter For For Management 1.3 Elect Director Ashish Khandpur For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 08, 2023 Meeting Type: Annual Record Date: APR 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael R. Klein For For Management 1b Elect Director Andrew C. Florance For For Management 1c Elect Director Michael J. Glosserman For For Management 1d Elect Director John W. Hill For For Management 1e Elect Director Laura Cox Kaplan For For Management 1f Elect Director Robert W. Musslewhite For For Management 1g Elect Director Christopher J. Nassetta For For Management 1h Elect Director Louise S. Sams For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Adopt GHG Emissions Reduction Targets Against Against Shareholder Aligned with the Paris Agreement Goal -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rainer M. Blair For For Management 1b Elect Director Feroz Dewan For For Management 1c Elect Director Linda Filler For For Management 1d Elect Director Teri List For Against Management 1e Elect Director Walter G. Lohr, Jr. For For Management 1f Elect Director Jessica L. Mega For For Management 1g Elect Director Mitchell P. Rales For For Management 1h Elect Director Steven M. Rales For For Management 1i Elect Director Pardis C. Sabeti For For Management 1j Elect Director A. Shane Sanders For Against Management 1k Elect Director John T. Schwieters For Against Management 1l Elect Director Alan G. Spoon For For Management 1m Elect Director Raymond C. Stevens For Against Management 1n Elect Director Elias A. Zerhouni For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against For Shareholder 6 Report on Effectiveness of Diversity, Against Against Shareholder Equity, and Inclusion Efforts -------------------------------------------------------------------------------- DEXCOM, INC. Ticker: DXCM Security ID: 252131107 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 29, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven R. Altman For For Management 1.2 Elect Director Richard A. Collins For For Management 1.3 Elect Director Karen Dahut For For Management 1.4 Elect Director Mark G. Foletta For For Management 1.5 Elect Director Barbara E. Kahn For For Management 1.6 Elect Director Kyle Malady For For Management 1.7 Elect Director Eric J. Topol For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Median Gender/Racial Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- EDWARDS LIFESCIENCES CORPORATION Ticker: EW Security ID: 28176E108 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kieran T. Gallahue For For Management 1.2 Elect Director Leslie S. Heisz For For Management 1.3 Elect Director Paul A. LaViolette For Against Management 1.4 Elect Director Steven R. Loranger For For Management 1.5 Elect Director Martha H. Marsh For Against Management 1.6 Elect Director Michael A. Mussallem For For Management 1.7 Elect Director Ramona Sequeira For For Management 1.8 Elect Director Nicholas J. Valeriani For Against Management 1.9 Elect Director Bernard J. Zovighian For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Certificate of Incorporation to For For Management Provide for Exculpation of Certain Officers 6 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 01, 2023 Meeting Type: Annual Record Date: FEB 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William G. Kaelin, Jr. For For Management 1b Elect Director David A. Ricks For For Management 1c Elect Director Marschall S. Runge For For Management 1d Elect Director Karen Walker For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For Against Management 5 Declassify the Board of Directors For For Management 6 Eliminate Supermajority Vote For For Management Requirement 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Adopt Simple Majority Vote Against For Shareholder 9 Report on Impact of Extended Patent Against Against Shareholder Exclusivities on Product Access 10 Report on Risks of Supporting Abortion Against Against Shareholder 11 Publish Third-Party Review of Against For Shareholder Alignment of Company's Lobbying Activities with its Public Statements 12 Report on Effectiveness of Diversity, Against For Shareholder Equity and Inclusion Efforts and Metrics 13 Adopt Policy to Require Third-Party Against Against Shareholder Organizations to Annually Report Expenditures for Political Activities -------------------------------------------------------------------------------- EQT CORPORATION Ticker: EQT Security ID: 26884L109 Meeting Date: APR 19, 2023 Meeting Type: Annual Record Date: FEB 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lydia I. Beebe For For Management 1.2 Elect Director Lee M. Canaan For For Management 1.3 Elect Director Janet L. Carrig For For Management 1.4 Elect Director Frank C. Hu For For Management 1.5 Elect Director Kathryn J. Jackson For For Management 1.6 Elect Director John F. McCartney For For Management 1.7 Elect Director James T. McManus, II For For Management 1.8 Elect Director Anita M. Powers For For Management 1.9 Elect Director Daniel J. Rice, IV For For Management 1.10 Elect Director Toby Z. Rice For For Management 1.11 Elect Director Hallie A. Vanderhider For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For Against Management -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrence J. Checki For For Management 1b Elect Director Leonard S. Coleman, Jr. For For Management 1c Elect Director Lisa Glatch For For Management 1d Elect Director John B. Hess For For Management 1e Elect Director Edith E. Holiday For For Management 1f Elect Director Marc S. Lipschultz For For Management 1g Elect Director Raymond J. McGuire For For Management 1h Elect Director David McManus For For Management 1i Elect Director Kevin O. Meyers For For Management 1j Elect Director Karyn F. Ovelmen For For Management 1k Elect Director James H. Quigley For For Management 1l Elect Director William G. Schrader For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For Against Management -------------------------------------------------------------------------------- HOWMET AEROSPACE INC. Ticker: HWM Security ID: 443201108 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James F. Albaugh For For Management 1b Elect Director Amy E. Alving For For Management 1c Elect Director Sharon R. Barner For For Management 1d Elect Director Joseph S. Cantie For For Management 1e Elect Director Robert F. Leduc For For Management 1f Elect Director David J. Miller For For Management 1g Elect Director Jody G. Miller For For Management 1h Elect Director John C. Plant For For Management 1i Elect Director Ulrich R. Schmidt For For Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Provide Right to Call a Special Against For Shareholder Meeting at a 10 Percent Ownership Threshold -------------------------------------------------------------------------------- INGERSOLL RAND INC. Ticker: IR Security ID: 45687V106 Meeting Date: JUN 15, 2023 Meeting Type: Annual Record Date: APR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Vicente Reynal For For Management 1b Elect Director William P. Donnelly For For Management 1c Elect Director Kirk E. Arnold For For Management 1d Elect Director Gary D. Forsee For For Management 1e Elect Director Jennifer Hartsock For For Management 1f Elect Director John Humphrey For For Management 1g Elect Director Marc E. Jones For For Management 1h Elect Director Mark Stevenson For For Management 1i Elect Director Michael Stubblefield For For Management 1j Elect Director Tony L. White For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- INTUITIVE SURGICAL, INC. Ticker: ISRG Security ID: 46120E602 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: FEB 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig H. Barratt For For Management 1b Elect Director Joseph C. Beery For For Management 1c Elect Director Gary S. Guthart For For Management 1d Elect Director Amal M. Johnson For For Management 1e Elect Director Don R. Kania For For Management 1f Elect Director Amy L. Ladd For For Management 1g Elect Director Keith R. Leonard, Jr. For For Management 1h Elect Director Alan J. Levy For For Management 1i Elect Director Jami Dover Nachtsheim For For Management 1j Elect Director Monica P. Reed For For Management 1k Elect Director Mark J. Rubash For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Gender/Racial Pay Gap Against For Shareholder -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 16, 2023 Meeting Type: Annual Record Date: MAR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director Stephen B. Burke For For Management 1c Elect Director Todd A. Combs For For Management 1d Elect Director James S. Crown For For Management 1e Elect Director Alicia Boler Davis For For Management 1f Elect Director James Dimon For For Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Alex Gorsky For For Management 1i Elect Director Mellody Hobson For For Management 1j Elect Director Michael A. Neal For For Management 1k Elect Director Phebe N. Novakovic For For Management 1l Elect Director Virginia M. Rometty For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 5 Require Independent Board Chair Against For Shareholder 6 Adopt Time-Bound Policy to Phase Out Against Against Shareholder Underwriting and Lending for New Fossil Fuel Development 7 Amend Public Responsibility Committee Against Against Shareholder Charter to Include Animal Welfare 8 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 9 Report on Climate Transition Plan Against For Shareholder Describing Efforts to Align Financing Activities with GHG Targets 10 Report on Risks Related to Against Against Shareholder Discrimination Against Individuals Including Political Views 11 Report on Political Expenditures Against Against Shareholder Congruence 12 Disclose 2030 Absolute GHG Reduction Against Against Shareholder Targets Associated with Lending and Underwriting -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: G5960L103 Meeting Date: DEC 08, 2022 Meeting Type: Annual Record Date: OCT 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Anderson For For Management 1b Elect Director Craig Arnold For For Management 1c Elect Director Scott C. Donnelly For For Management 1d Elect Director Lidia L. Fonseca For For Management 1e Elect Director Andrea J. Goldsmith For For Management 1f Elect Director Randall J. Hogan, III For For Management 1g Elect Director Kevin E. Lofton For For Management 1h Elect Director Geoffrey S. Martha For For Management 1i Elect Director Elizabeth G. Nabel For Against Management 1j Elect Director Denise M. O'Leary For For Management 1k Elect Director Kendall J. Powell For For Management 2 Approve PricewaterhouseCoopers LLP as For Against Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 5 Renew the Board's Authority to Opt-Out For For Management of Statutory Pre-Emptions Rights Under Irish Law 6 Authorize Overseas Market Purchases of For For Management Ordinary Shares -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 13, 2022 Meeting Type: Annual Record Date: OCT 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Reid G. Hoffman For For Management 1.2 Elect Director Hugh F. Johnston For For Management 1.3 Elect Director Teri L. List For For Management 1.4 Elect Director Satya Nadella For For Management 1.5 Elect Director Sandra E. Peterson For For Management 1.6 Elect Director Penny S. Pritzker For For Management 1.7 Elect Director Carlos A. Rodriguez For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director Emma N. Walmsley For For Management 1.12 Elect Director Padmasree Warrior For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For Against Management Auditors 4 Report on Cost/Benefit Analysis of Against Against Shareholder Diversity and Inclusion 5 Report on Hiring of Persons with Against Against Shareholder Arrest or Incarceration Records 6 Assess and Report on the Company's Against Against Shareholder Retirement Funds' Management of Systemic Climate Risk 7 Report on Government Use of Microsoft Against Against Shareholder Technology 8 Report on Development of Products for Against Against Shareholder Military 9 Report on Tax Transparency Against Against Shareholder -------------------------------------------------------------------------------- NATIONAL VISION HOLDINGS, INC. Ticker: EYE Security ID: 63845R107 Meeting Date: JUN 14, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director D. Randolph Peeler For For Management 1.2 Elect Director Heather Cianfrocco For For Management 1.3 Elect Director Jose Armario For For Management 1.4 Elect Director Thomas V. Taylor, Jr. For For Management 1.5 Elect Director Virginia A. Hepner For For Management 1.6 Elect Director David M. Tehle For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nicole S. Arnaboldi For For Management 1b Elect Director Sherry S. Barrat For Against Management 1c Elect Director James L. Camaren For For Management 1d Elect Director Kenneth B. Dunn For For Management 1e Elect Director Naren K. Gursahaney For For Management 1f Elect Director Kirk S. Hachigian For For Management 1g Elect Director John W. Ketchum For For Management 1h Elect Director Amy B. Lane For For Management 1i Elect Director David L. Porges For For Management 1j Elect Director Deborah "Dev" Stahlkopf For For Management 1k Elect Director John A. Stall For For Management 1l Elect Director Darryl L. Wilson For For Management 2 Ratify Deloitte & Touche as Auditors For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Disclose Board Skills and Diversity Against For Shareholder Matrix -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: JUN 22, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert K. Burgess For For Management 1b Elect Director Tench Coxe For For Management 1c Elect Director John O. Dabiri For For Management 1d Elect Director Persis S. Drell For For Management 1e Elect Director Jen-Hsun Huang For For Management 1f Elect Director Dawn Hudson For For Management 1g Elect Director Harvey C. Jones For For Management 1h Elect Director Michael G. McCaffery For For Management 1i Elect Director Stephen C. Neal For For Management 1j Elect Director Mark L. Perry For For Management 1k Elect Director A. Brooke Seawell For For Management 1l Elect Director Aarti Shah For For Management 1m Elect Director Mark A. Stevens For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 03, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Segun Agbaje For For Management 1b Elect Director Jennifer Bailey For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian Cook For For Management 1e Elect Director Edith W. Cooper For For Management 1f Elect Director Susan M. Diamond For For Management 1g Elect Director Dina Dublon For For Management 1h Elect Director Michelle Gass For For Management 1i Elect Director Ramon L. Laguarta For For Management 1j Elect Director Dave J. Lewis For For Management 1k Elect Director David C. Page For For Management 1l Elect Director Robert C. Pohlad For For Management 1m Elect Director Daniel Vasella For For Management 1n Elect Director Darren Walker For For Management 1o Elect Director Alberto Weisser For For Management 2 Ratify KPMG LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against Against Shareholder 6 Issue Transparency Report on Global Against Against Shareholder Public Policy and Political Influence 7 Report on Impacts of Restrictive Against For Shareholder Reproductive Healthcare Legislation 8 Publish Annual Congruency Report on Against Against Shareholder Net-Zero Emissions Policy -------------------------------------------------------------------------------- ROPER TECHNOLOGIES, INC. Ticker: ROP Security ID: 776696106 Meeting Date: JUN 13, 2023 Meeting Type: Annual Record Date: APR 19, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Shellye L. Archambeau For For Management 1.2 Elect Director Amy Woods Brinkley For For Management 1.3 Elect Director Irene M. Esteves For For Management 1.4 Elect Director L. Neil Hunn For For Management 1.5 Elect Director Robert D. Johnson For For Management 1.6 Elect Director Thomas P. Joyce, Jr. For For Management 1.7 Elect Director Laura G. Thatcher For For Management 1.8 Elect Director Richard F. Wallman For For Management 1.9 Elect Director Christopher Wright For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Certificate of Incorporation to For For Management Permit the Exculpation of Officers -------------------------------------------------------------------------------- SALESFORCE, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 08, 2023 Meeting Type: Annual Record Date: APR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc Benioff For For Management 1b Elect Director Laura Alber For For Management 1c Elect Director Craig Conway For For Management 1d Elect Director Arnold Donald For For Management 1e Elect Director Parker Harris For For Management 1f Elect Director Neelie Kroes For For Management 1g Elect Director Sachin Mehra For For Management 1h Elect Director G. Mason Morfit For For Management 1i Elect Director Oscar Munoz For For Management 1j Elect Director John V. Roos For For Management 1k Elect Director Robin Washington For For Management 1l Elect Director Maynard Webb For For Management 1m Elect Director Susan Wojcicki For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Require Independent Board Chair Against Against Shareholder 7 Adopt Policy Prohibiting Directors Against Against Shareholder from Simultaneously Sitting on the Board of Directors of Any Other Company -------------------------------------------------------------------------------- SCHLUMBERGER N.V. Ticker: SLB Security ID: 806857108 Meeting Date: APR 05, 2023 Meeting Type: Annual Record Date: FEB 08, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Coleman For For Management 1.2 Elect Director Patrick de La For For Management Chevardiere 1.3 Elect Director Miguel Galuccio For For Management 1.4 Elect Director Olivier Le Peuch For For Management 1.5 Elect Director Samuel Leupold For For Management 1.6 Elect Director Tatiana Mitrova For For Management 1.7 Elect Director Maria Moraeus Hanssen For For Management 1.8 Elect Director Vanitha Narayanan For For Management 1.9 Elect Director Mark Papa For For Management 1.10 Elect Director Jeff Sheets For For Management 1.11 Elect Director Ulrich Spiesshofer For For Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt and Approve Financials and For For Management Dividends 5 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors -------------------------------------------------------------------------------- TESLA, INC. Ticker: TSLA Security ID: 88160R101 Meeting Date: AUG 04, 2022 Meeting Type: Annual Record Date: JUN 06, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ira Ehrenpreis For Against Management 1.2 Elect Director Kathleen Wilson-Thompson For Against Management 2 Reduce Director Terms from Three to For For Management Two Years 3 Eliminate Supermajority Voting For For Management Provisions 4 Increase Authorized Common Stock For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Adopt Proxy Access Right Against For Shareholder 7 Report on Efforts to Prevent Against For Shareholder Harassment and Discrimination in the Workplace 8 Report on Racial and Gender Board Against Against Shareholder Diversity 9 Report on the Impacts of Using Against For Shareholder Mandatory Arbitration 10 Report on Corporate Climate Lobbying Against For Shareholder in line with Paris Agreement 11 Adopt a Policy on Respecting Rights to Against For Shareholder Freedom of Association and Collective Bargaining 12 Report on Eradicating Child Labor in Against Against Shareholder Battery Supply Chain 13 Report on Water Risk Exposure Against For Shareholder -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark A. Blinn For Against Management 1b Elect Director Todd M. Bluedorn For For Management 1c Elect Director Janet F. Clark For For Management 1d Elect Director Carrie S. Cox For Against Management 1e Elect Director Martin S. Craighead For Against Management 1f Elect Director Curtis C. Farmer For For Management 1g Elect Director Jean M. Hobby For For Management 1h Elect Director Haviv Ilan For For Management 1i Elect Director Ronald Kirk For For Management 1j Elect Director Pamela H. Patsley For Against Management 1k Elect Director Robert E. Sanchez For For Management 1l Elect Director Richard K. Templeton For For Management 2 Amend Qualified Employee Stock For For Management Purchase Plan 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Ratify Ernst & Young LLP as Auditors For Against Management 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 7 Report on Due Diligence Efforts to Against Against Shareholder Trace End-User Misuse of Company Products -------------------------------------------------------------------------------- THE COOPER COMPANIES, INC. Ticker: COO Security ID: 216648402 Meeting Date: MAR 15, 2023 Meeting Type: Annual Record Date: JAN 19, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colleen E. Jay For Against Management 1.2 Elect Director William A. Kozy For Against Management 1.3 Elect Director Cynthia L. Lucchese For For Management 1.4 Elect Director Teresa S. Madden For Against Management 1.5 Elect Director Gary S. Petersmeyer For Against Management 1.6 Elect Director Maria Rivas For For Management 1.7 Elect Director Robert S. Weiss For For Management 1.8 Elect Director Albert G. White, III For For Management 2 Ratify KPMG LLP as Auditors For Against Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- THE ESTEE LAUDER COMPANIES INC. Ticker: EL Security ID: 518439104 Meeting Date: NOV 18, 2022 Meeting Type: Annual Record Date: SEP 19, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ronald S. Lauder For For Management 1b Elect Director William P. Lauder For For Management 1c Elect Director Richard D. Parsons For Withhold Management 1d Elect Director Lynn Forester de For For Management Rothschild 1e Elect Director Jennifer Tejada For For Management 1f Elect Director Richard F. Zannino For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: APR 26, 2023 Meeting Type: Annual Record Date: FEB 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michele Burns For For Management 1b Elect Director Mark Flaherty For For Management 1c Elect Director Kimberley Harris For For Management 1d Elect Director Kevin Johnson For For Management 1e Elect Director Ellen Kullman For For Management 1f Elect Director Lakshmi Mittal For For Management 1g Elect Director Adebayo Ogunlesi For For Management 1h Elect Director Peter Oppenheimer For For Management 1i Elect Director David Solomon For For Management 1j Elect Director Jan Tighe For For Management 1k Elect Director Jessica Uhl For For Management 1l Elect Director David Viniar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Require Independent Board Chair Against Against Shareholder 7 Publish Third-Party Review on Chinese Against Against Shareholder Congruency of Certain ETFs 8 Oversee and Report a Racial Equity Against Against Shareholder Audit 9 Adopt Time-Bound Policy to Phase Out Against Against Shareholder Underwriting and Lending for New Fossil Fuel Development 10 Disclose 2030 Absolute GHG Reduction Against Against Shareholder Targets Associated with Lending and Underwriting 11 Report on Climate Transition Plan Against For Shareholder Describing Efforts to Align Financing Activities with GHG Targets 12 Report on Median Gender/Racial Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- THE PROGRESSIVE CORPORATION Ticker: PGR Security ID: 743315103 Meeting Date: MAY 12, 2023 Meeting Type: Annual Record Date: MAR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Danelle M. Barrett For For Management 1b Elect Director Philip Bleser For For Management 1c Elect Director Stuart B. Burgdoerfer For For Management 1d Elect Director Pamela J. Craig For For Management 1e Elect Director Charles A. Davis For For Management 1f Elect Director Roger N. Farah For For Management 1g Elect Director Lawton W. Fitt For For Management 1h Elect Director Susan Patricia Griffith For For Management 1i Elect Director Devin C. Johnson For For Management 1j Elect Director Jeffrey D. Kelly For For Management 1k Elect Director Barbara R. Snyder For For Management 1l Elect Director Kahina Van Dyke For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 06, 2023 Meeting Type: Annual Record Date: APR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jose B. Alvarez For For Management 1b Elect Director Alan M. Bennett For For Management 1c Elect Director Rosemary T. Berkery For For Management 1d Elect Director David T. Ching For For Management 1e Elect Director C. Kim Goodwin For For Management 1f Elect Director Ernie Herrman For For Management 1g Elect Director Amy B. Lane For For Management 1h Elect Director Carol Meyrowitz For For Management 1i Elect Director Jackwyn L. Nemerov For For Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Third-Party Assessment of Against Against Shareholder Human Rights Due Diligence in Supply Chain 6 Report on Risk from Supplier Against For Shareholder Misclassification of Supplier's Employees 7 Adopt a Paid Sick Leave Policy for All Against Against Shareholder Employees -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: APR 03, 2023 Meeting Type: Annual Record Date: FEB 08, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary T. Barra For For Management 1b Elect Director Safra A. Catz For For Management 1c Elect Director Amy L. Chang For For Management 1d Elect Director Francis A. deSouza For For Management 1e Elect Director Carolyn N. Everson For For Management 1f Elect Director Michael B.G. Froman For For Management 1g Elect Director Robert A. Iger For For Management 1h Elect Director Maria Elena Lagomasino For For Management 1i Elect Director Calvin R. McDonald For For Management 1j Elect Director Mark G. Parker For For Management 1k Elect Director Derica W. Rice For For Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Risks Related to Operations Against Against Shareholder in China 6 Report on Charitable Contributions Against Against Shareholder 7 Report on Political Expenditures Against For Shareholder -------------------------------------------------------------------------------- TRANE TECHNOLOGIES PLC Ticker: TT Security ID: G8994E103 Meeting Date: JUN 01, 2023 Meeting Type: Annual Record Date: APR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kirk E. Arnold For For Management 1b Elect Director Ann C. Berzin For For Management 1c Elect Director April Miller Boise For For Management 1d Elect Director Gary D. Forsee For For Management 1e Elect Director Mark R. George For For Management 1f Elect Director John A. Hayes For For Management 1g Elect Director Linda P. Hudson For For Management 1h Elect Director Myles P. Lee For For Management 1i Elect Director David S. Regnery For For Management 1j Elect Director Melissa N. Schaeffer For For Management 1k Elect Director John P. Surma For For Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve PricewaterhouseCoopers LLP as For Against Management Auditors and Authorize Board to Fix Their Remuneration 5 Authorize Issue of Equity For For Management 6 Authorize Issue of Equity without For For Management Pre-emptive Rights 7 Authorize Reissuance of Repurchased For For Management Shares -------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Ticker: VLO Security ID: 91913Y100 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Fred M. Diaz For For Management 1b Elect Director H. Paulett Eberhart For For Management 1c Elect Director Marie A. Ffolkes For For Management 1d Elect Director Joseph W. Gorder For For Management 1e Elect Director Kimberly S. Greene For For Management 1f Elect Director Deborah P. Majoras For For Management 1g Elect Director Eric D. Mullins For For Management 1h Elect Director Donald L. Nickles For For Management 1i Elect Director Robert A. Profusek For Against Management 1j Elect Director Randall J. Weisenburger For For Management 1k Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Climate Transition Plan and Against For Shareholder GHG Emissions Reduction Targets 6 Oversee and Report a Racial Equity Against Against Shareholder Audit -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 24, 2023 Meeting Type: Annual Record Date: NOV 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Kermit R. Crawford For For Management 1c Elect Director Francisco Javier For Against Management Fernandez-Carbajal 1d Elect Director Alfred F. Kelly, Jr. For For Management 1e Elect Director Ramon Laguarta For For Management 1f Elect Director Teri L. List For For Management 1g Elect Director John F. Lundgren For Against Management 1h Elect Director Denise M. Morrison For Against Management 1i Elect Director Linda J. Rendle For For Management 1j Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management 5 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- WALMART INC. Ticker: WMT Security ID: 931142103 Meeting Date: MAY 31, 2023 Meeting Type: Annual Record Date: APR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Cesar Conde For For Management 1b Elect Director Timothy P. Flynn For For Management 1c Elect Director Sarah J. Friar For For Management 1d Elect Director Carla A. Harris For Against Management 1e Elect Director Thomas W. Horton For For Management 1f Elect Director Marissa A. Mayer For Against Management 1g Elect Director C. Douglas McMillon For For Management 1h Elect Director Gregory B. Penner For For Management 1i Elect Director Randall L. Stephenson For Against Management 1j Elect Director S. Robson Walton For For Management 1k Elect Director Steuart L. Walton For For Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Ratify Ernst & Young LLP as Auditors For Against Management 5 Consider Pay Disparity Between CEO and Against Against Shareholder Other Employees 6 Report on Human Rights Due Diligence Against Against Shareholder 7 Commission Third Party Racial Equity Against For Shareholder Audit 8 Report on Racial and Gender Layoff Against Against Shareholder Diversity 9 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 10 Report on Risks Related to Fulfilling Against For Shareholder Information Requests for Enforcing Laws Criminalizing Abortion Access 11 Report on Risks Related to Operations Against Against Shareholder in China 12 Oversee and Report a Workplace Health Against For Shareholder and Safety Audit -------------------------------------------------------------------------------- ZEBRA TECHNOLOGIES CORPORATION Ticker: ZBRA Security ID: 989207105 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William J. Burns For For Management 1b Elect Director Linda M. Connly For For Management 1c Elect Director Anders Gustafsson For For Management 1d Elect Director Janice M. Roberts For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Paul M. Bisaro For For Management 1b Elect Director Vanessa Broadhurst For For Management 1c Elect Director Frank A. D'Amelio For For Management 1d Elect Director Michael B. McCallister For For Management 1e Elect Director Gregory Norden For For Management 1f Elect Director Louise M. Parent For For Management 1g Elect Director Kristin C. Peck For For Management 1h Elect Director Robert W. Scully For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Provide Right to Call Special Meeting For For Management 5 Provide Right to Call a Special Against For Shareholder Meeting at a 10 Percent Ownership Threshold
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.
BNY Mellon Large Cap Securities Fund, Inc.
By: /s/ David DiPetrillo
David DiPetrillo
President (Principal Executive Officer)
Date: August 21, 2023