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| | OMB APPROVAL |
| | OMB Number: | 3235-0582 |
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| | Expires: | March 31, 2018 |
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| | Estimated average burden | |
| | hours per response | 7.2 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
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| Investment Company Act file number | 811-00082 |
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| CGM TRUST |
| (Exact name of registrant as specified in charter) |
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| One International Place, Boston, MA | 02110 |
| (Address of principal executive offices) | (Zip code) |
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Barry N. Hurwitz, Esq. Morgan, Lewis & Bockius LLP, One Federal St., Boston, MA 02110 |
| (Name and address of agent for service) |
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| Registrant's telephone number, including area code: | 617-737-3225 |
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| Date of fiscal year end: | 12/31 |
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| Date of reporting period: | 7/1/2016 - 6/30/2017 |
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.
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| SEC 2451 (4-03) | PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. |
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| CGM Trust - File No. 811-82 | | | | | | |
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| CGM Mutual Fund | | | | | | | |
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| Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
| Alaska Air Group, Inc. | ALK | 11659109 | 5/4/2017 | 1. Election of ten directors: A. Patricia M. Bedient, B. Marion C. Blakey, C. Phyllis J. Campbell, D. Dhiren R. Fonseca, E. Jessie J. Knight, Jr., F. Dennis F. Madden, G. Helvi K. Sandvik, H. J. Kenneth Thompson, I. Bradley D. Tilden, J. Eric K. Yeaman. | Issuer | No | | |
| | | | | 2. Advisory vote to approve the compensation of the Company's named executive officers. | Issuer | No | | |
| | | | | 3. Advisory vote on frequency of future advisory vote on named executive officer compensation. | Issuer | No | | |
| | | | | 4. Adoption and approval of amendment of the certification of incorporation to increase authorized shares of common stock. | Issuer | No | | |
| | | | | 5. Ratification of the appointment of KPMG LLP as the Company's independent accountants for fiscal year 2017. | Issuer | No | | |
| | | | | 6. Stockholder proposal regarding changes to the Company's proxy access bylaw. | Security Holder | No | | |
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| Applied Materials | AMAT | 38222105 | 3/9/2017 | 1. Election of nine directors: 1A. Judy Bruner, 1B. Xun (Eric) Chen, 1C. Aart J. De Geus, 1D. Gary E. Dickerson, 1E. Stephen R. Forrest, 1F. Thomas J. Iannotti, 1G. Alexander A. Karsner, 1H. Adrianna C. Ma, 1I. Dennis D. Powell. | Issuer | Yes | For | For |
| | | | | 2. Approval, on an advisory basis, of the compensation of Applied Materials' named executive officers for fiscal year 2016. | Issuer | Yes | For | For |
| | | | | 3. Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation to 1 year. | Issuer | Yes | For | For |
| | | | | 4. Approval of the material terms of the performance goals for purposes of section 162(M) and an annual limit on awards to non-employee directors under the amended and restated employee stock incentive plan. | Issuer | Yes | For | For |
| | | | | 5. Approval of the material terms of the performance goals for purposes of section 162 (M) under the amended and restated senior executive bonus plan. | Issuer | Yes | For | For |
| | | | | 6. Ratification of the appointment of KPMG LLP as Applied Materials' independent registered public accounting firm for fiscal year 2017. | Issuer | Yes | For | For |
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| ASML Holding N V | ASML | N07059210 | 4/26/2017 | 4. Proposal to adopt the financial statements of the Company for the financial year 2016, as prepared in accordance to Dutch law. | Issuer | No | | |
| | | | | 5. Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2016. | Issuer | No | | |
| | | | | 6. Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2016. | Issuer | No | | |
| | | | | 7. Clarification of the Company's reserves and dividend policy. | Issuer | No | | |
| | | | | 8. Proposal to adopt a dividend of EUR 1.20 per ordinary share. | Issuer | No | | |
| | | | | 9. Proposal to adopt the revised remuneration policy for the Board of Management. | Issuer | No | | |
| | | | | 10. Proposal to approve the number of shares for the Board of Management. | Issuer | No | | |
| | | | | 11. Proposal to approve the number of stock options and / or shares for employees. | Issuer | No | | |
| | | | | 12. Composition of the Board of Management. | Issuer | No | | |
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| | | | | 13. Compostiion of the Supervisory Board, Proposal to elect four directors: 13a. Reappoint Ms. P.F.M Pauline van der Meer Mohr, 13b. Reappoint Ms. C.M.S Carla Smits-Nusteling, 13c. Reappoint Mr. D.A Doug Grose, 13d. Reappoint Mr. W.H Wolfgang Ziebart. | Issuer | No | | |
| | | | | 14. Proposal to adjust the remuneration of the Supervisory Board. | Issuer | No | | |
| | | | | 15. Proposal to appoint KPMG LLP Accountants N.V. as external auditor for the reporting year 2018. | Issuer | No | | |
| | | | | 16. Proposals to authorize the Board of Management to issue ordinary shares or grant rights to subscribe for ordinary shares as well as to restrict or exclude the pre-emption rights accruing to shareholders: 16a. Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares (5%), 16b. Authorization to restrict or exclude pre-emption rights, 16c. Authorization to issue or grant rights to subscribe for ordinary shares in connection with or on the occasion of mergers, acquisitions and or strategic alliances (5%), 16d. Authorization to restrict or exclude pre-emption rights. | Issuer | No | | |
| | | | | 17. Proposals to authorize the Board of Management to acquire ordinary shares: 17a. Authorization to repurchase ordinary shares up to 10% of the issued share capital, 17b. Authorization to repurchase additional ordinary shares up to 10% of the issued share capital. | Issuer | No | | |
| | | | | 18. Proposal to cancel ordinary shares. | Issuer | No | | |
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| Bank of America | BAC | 60505104 | 4/26/2017 | 1. Election of fourteen directors: A. Sharon L. Allen, B. Susan S. Bies, C. Jack O. Bovender, JR., D. Frank P. Bramble, SR., E. Pierre J.P. de Weck, F. Arnold W. Donald, G. Linda P. Hudson, H. Monica C. Lozano, I. Thomas J. May, J. Brian T. Moynihan, K. Lionel L. Nowell, III, L. Michael D. White, M. Thomas D. Woods, N. R. David Yost. | Issuer | Yes | For | For |
| | | | | 2. Approving Company's executive compensation, an advisory, non-binding "Say on Pay" resolution. | Issuer | Yes | For | For |
| | | | | 3. A vote on the frequency of future advisory "Say on Pay" resolutions for each year. | Issuer | Yes | For | For |
| | | | | 4. Ratifying the appointment of PricewaterhouseCooper LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal regarding clawback amendment. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal regarding divestiture & division study sessions. | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal regarding independent board chairman. | Security Holder | Yes | Against | For |
| | | | | 8. Stockholder proposal regarding report concerning gender pay equity. | Security Holder | Yes | Against | For |
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| Citigroup Inc. | C | 172967424 | 4/25/2017 | 1. Proposal to elect fifteen directors: A. Michael L. Corbat, B. Ellen M. Costello, C. Duncan P. Hennes, D. Peter B. Henry, E. Franz B. Humer, F. Renee J. James, G. Eugene M. McQuade, H. Michael E. O'Neill, I. Gary M. Reiner, J. Anthony M. Santomero, K. Diana L. Taylor, L. William S. Thompson, JR., M. James S. Turley, N. Deborah C. Wright, O. Ernesto Zedillo Ponce de Leon. | Issuer | Yes | For | For |
| | | | | 2. Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of Citi's 2016 executive compensation. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote to approve the frequency of future advisory votes on executive compensation to 1 year. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal requesting a report on the Company's policies and goals to reduce gender pay gap. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal requesting that the Board appoint a Stockholder Value Committee to address whether the divestiture of all non-core banking business segments would enhance shareholder value. | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions. | Security Holder | Yes | Against | For |
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| | | | | 8. Stockholder proposal requesting an amendment to the General Clawback policy to provide that a substantial portion of annual total compensation of Executive officers shall be deferred and forfeited, in part or whole, at the discretion of the Board, to help satisfy any monetary penalty associated with a violation of law. | Security Holder | Yes | Against | For |
| | | | | 9. Stockholder proposal requesting that the board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to voluntary resignation to enter government service. | Security Holder | Yes | Against | For |
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| Goldman Sachs Group, Inc. | GS | 38141G104 | 4/28/2017 | 1. To elect eleven directors: A. Lloyd C. Blankfein, B. M. Michele Burns, C. Mark A. Flaherty, D. William W. George, E. James A. Johnson, F. Ellen J. Kullman, G. Lakshmi N. Mittal, H. Adebayo O. Oguniesi, I. Peter Oppenheimer, J. David A. Viniar, K. Mark O. Winkelman. | Issuer | No | | |
| | | | | 2. Advisory vote to approve executive compensation. | Issuer | No | | |
| | | | | 3. Advisory vote on the frequency of Say on Pay. | Issuer | No | | |
| | | | | 4. Ratification of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for 2017. | Issuer | No | | |
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| JP Morgan Chase & Co. | JPM | 46625H100 | 5/16/2017 | 1. To elect twelve directors: a. Linda B. Bammann, b. James A. Bell, c. Crandall C. Bowles, d. Stephen B. Burked, e. Todd A. Combs, f. James S. Crown, g. James Dimon, h. Timothy P. Flynn, i. Laban P. Jackson, Jr., j. Michael A. Neal, k. Lee R. Raymond, l. William C. Weldon. | Issuer | Yes | For | For |
| | | | | 2. Advisory resolution to approve executive compensation. | Issuer | Yes | For | For |
| | | | | 3. Ratification of PricewaterhouseCoopers LLP as company's independent registered public accounting firm. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote on frequency of advisory resolution to approve executive compensation. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal regarding an independent board chairman. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal regarding vesting for government service. | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal regarding clawback amendment. | Security Holder | Yes | Against | For |
| | | | | 8. Stockholder proposal regarding gender pay equity. | Security Holder | Yes | Against | For |
| | | | | 9. Stockholder proposal regarding how votes are counted. | Security Holder | Yes | Against | For |
| | | | | 10. Stockholder proposal regarding special shareowner meetings. | Security Holder | Yes | Against | For |
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| Lam Research Corporation | LRCX | 512807108 | 11/9/2016 | 1. To elect nine directors: 01. Martin B. Anstice, 02. Eric K. Brandt, 03. Michael R. Cannon, 04. Youssef A. El-Mansy, 05. Christine A.Heckart, 06. Catherine P. Leggo, 07. Stephen G. Newberry, 08. Abhijit Y. Talwalkar, 09. Rick L. Tsai. | Issuer | Yes | For | For |
| | | | | 2. Elect two additional directors, subject to and contingent upon the acquisition of KLA-Tenco Corporation being consummated prior to 2016 annual meeting of stockholders: 10. John T. Dickson, 11. Gary B. Moore. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve the compensation of the named executive officers of Lam Research. | Issuer | Yes | For | For |
| | | | | 4. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2017. | Issuer | Yes | For | For |
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| Lowes Companies, Inc. | LOW | 548661107 | 6/2/2017 | 1. Elect eleven directors: 01. Raul Alvarez, 02. Angela F. Braly, 03. Sandra B. Cochran, 04. Laurie Z. Douglas, 05. Richard W. Dreiling, 06. Robert L. Johnson, 07. Marshall O. Larsen, 08. James H. Morgan, 09. Robert A. Niblock, 10. Bertram L. Scott, 11. Eric C. Wiseman. | Issuer | No | | |
| | | | | 2. Advisory vote to approve Lowe's named executive officer compensation in fiscal 2016. | Issuer | No | | |
| | | | | 3. Advisory vote on the frequency of future advisory votes to approve Lowe's named executive officer compensation | Issuer | No | | |
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| | | | | 4. Ratification of the appointment of Deloitte & Touche LLP as Lowe's independent registered public accounting firm for fiscal 2017. | Issuer | No | | |
| | | | | 5. Stockholder proposal regarding the feasibility of setting renewable energy sourcing target. | Security Holder | No | | |
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| Micron Technology, Inc. | MU | 595112103 | 1/18/2017 | 1. Elect seven directors: 1. Robert L. Bailey, 2. Richard M. Beyer, 3. Patrick J. Byrne, 4. D. Mark Duncan, 5. Mercedes Johnson, 6. Lawrence N. Mondry, 7. Robert E. Switz. | Issuer | Yes | For | For |
| | | | | 2. Approve Company's amended and restated 2007 equity incentive plan and increase the shares reserved for issuance thereunder by 30,000,000. | Issuer | Yes | Against | Against |
| | | | | 3. Ratify the adoption of Company's section 382 rights agreement. | Issuer | Yes | For | For |
| | | | | 4. Ratify the appointment of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for the fiscal year ending August 31, 2017. | Issuer | Yes | For | For |
| | | | | 5. Approve a non-binding resolution to approve the compensation of Company's named executive officers. | Issuer | Yes | For | For |
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| Morgan Stanley | MS | 617446448 | 5/22/2017 | 1. Elect fourteen directors: A. Erskine B. Bowles, B. Alistair Darling, C. Thomas H. Glocer, D. James P. Gorman, E. Robert H. Herz, F. Nobuyuki Hirano, G. Klaus Kleinfeld, H. Jami Miscik, I. Dennis M. Nally, J. Hutham S. Olayan, K. James W. Owens, L. Ryosuke Tamakoshi, M. Perry M. Traquina, N. Rayford Wilkins, Jr. | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Deloitte & Touche LLP as independent auditor. | Issuer | Yes | For | For |
| | | | | 3. Approve the compensation of executives. | Issuer | Yes | For | For |
| | | | | 4. Vote on the frequency of holding a non-binding advisory vote on the compensation of executives to 1 year. | Issuer | Yes | For | For |
| | | | | 5. Approve the amended and restated equity incentive compensation plan to increase the number of authorized shares and extend the term. | Issuer | Yes | Against | Against |
| | | | | 6. Approve the amended and restated director's equity capital accumulation plan to increase the number of authorized shares. | Issuer | Yes | For | For |
| | | | | 7. Shareholder proposal regarding a change in treatment of abstentions for purposes of vote-counting. | Security Holder | Yes | Against | For |
| | | | | 8. Shareholder proposal regarding a policy to prohibit vesting of deferred equity awards for senior executives who resign to enter government service. | Security Holder | Yes | Against | For |
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| Nvidia Corporation | NVDA | 67066G104 | 5/23/2017 | 1. Elect twelve directors: a. Robert K. Burgess, b. Tench Coxe, c. Persis S. Drell, d. James C. Gaither, e. Jen-Hsun Huang, f. Dawn Hudson, g. Harvey C. Jones, h. Michael G. McCaffery, i. William J. Miller, j. Mark L. Perry, k. A. Brooke Seawell, l. Mark A. Stevens. | Issuer | No | | |
| | | | | 2. Approval of executive compensation. | Issuer | No | | |
| | | | | 3. Approval of the frequency of holding a vote on executive compensation to 1 year. | Issuer | No | | |
| | | | | 4. Ratification of selection of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for fiscal year 2018. | Issuer | No | | |
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| Petroleo Brasileiro | PBR | 71654V408 | 11/30/2016 | 1. Election of a member of the Board of Directors by minority shareholders, holding common shares, in compliance with article 150 of the Brazilian Corporation law and article 25 of the Bylaws, Mr. Marcelo Mesquita de Siqueira Filho. | Issuer | Yes | For | For |
| | | | | 2. Proposal for approval of the sale of 90% of the stake owned by Petrobras in the Nova Transportation do Sudeste-NTS for the Nova Infraestrutura Fundo de Investimento em Participacoes, and equity fund managed by Brookfield Asset Management Investment Brazil Ltda., immediately after the completion of the corporate reorganization involving the NTS and the Transportadora Associada de Gas-Tag, under implementation. | Issuer | Yes | For | For |
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| | | | | 3. Proposal for Petrobras waiver it's preemptive right to subsribe in the debentures convertible into shares that will be issued in due course by NTS as a subsidiary of Petrobras. | Issuer | Yes | For | For |
| | | | | 4. Proposed reform of Bylaws of Petrobras. | Issuer | Yes | For | For |
| | | | | 5. Consolidation of the Bylaws to reflect the approved changes. | Issuer | Yes | For | For |
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| Prudential Financial, Inc. | PRU | 744320102 | 5/9/2017 | 1. Elect twelve directors: A. Thomas J. Baltimore, Jr., B. Gilbert F. Casellas, C. Mark B. Grier, D. Martina Hund-Mejean, E. Karl J. Krapek, F. Peter R. Lighte, G. George Paz, H. Sandra Pianalto, I. Christine A. Poon, J. Douglas A. Scovanner, K. John R. Strangfeld, L. Michael A. Todman. | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve named executive officer compensation. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote on frequency of executive officer compensation non-binding votes to 1 year. | Issuer | Yes | For | For |
| | | | | 5. Shareholder proposal regarding an independent board chairman. | Security Holder | Yes | Against | For |
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| Teradyne, Inc. | TER | 880770102 | 5/6/2017 | 1. Elect eight directors: A. Michael A. Bradley, B. Daniel W. Christman, C. Edwin J. Gillis, D. Timothy E. Guertin, E. Mark E. Jagiela, F. Mercedes Johnson, G. Paul J. Tufano, H. Roy A. Vallee. | Issuer | Yes | For | For |
| | | | | 2. Approve, in a non-binding, advisory vote, the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. Approve, in a non-binding, advisory vote, the frequency of an advisory vote on the compensation of the Company's named executives to 1 year. | Issuer | Yes | For | For |
| | | | | 4. Ratify the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2017. | Issuer | Yes | For | For |
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| Vale S.A | VALE | 91912E105 | 4/20/2017 | 1.1. Appreciation of management report and analysis, discussion and vote of the financial statements for the fiscal year ending December 31, 2016. | Issuer | No | | |
| | | | | 1.2. Proposal for the destination of profits of the fiscal year of 2016. | Issuer | No | | |
| | | | | 1.3. Appointment of the members of the Board of Directors: Effectives: Gueitiro Matsuo Genso, Dan Antonio Marinho Conrado, Marcel Juviniano Barros, Eduardo Refinetti Guardia, Fernando Jorge Buso Gomes, Denise Pauli Pavarina, Shinichiro Omachi, Oscar Augusto Camargo Filho, Eduardo de Salles Bartolomeo: Alternates: Gilberto Antonio Vieira, Arthur Prada Silva, Francisco Ferreira Alexandre, Robson Rocha, Moacir Nachbar Junior, Luiz Mauricio Leuzinger, Yoshitomo Nishimitsu, Eduardo de Oliveira Rodrigues Filho. | Issuer | No | | |
| | | | | 1.4 Appointment of the members of the fiscal council: Effectives: Marcelo Amaral Moraes, Marcus Vinicius Dias Severini, Eduardo Cesar Pasa: Alternates: Sergio Mamede Rosa do Nasciemento. | Issuer | No | | |
| | | | | 1.5 Establishment of the global remuneration of the Senior Management members, Fiscal Council members and Advisory Committee members for 2017. | Issuer | No | | |
| | | | | 1.5.2 Establishment of the remuneration of the Fiscal Council members for 2017. | Issuer | No | | |
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| CGM Trust - File No. 811-82 | | | | | | |
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| CGM Realty Fund | | | | | | | |
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| Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
| Bank of America | BAC | 60505104 | 4/26/2017 | 1. Election of fourteen directors: A. Sharon L. Allen, B. Susan S. Bies, C. Jack O. Bovender, JR., D. Frank P. Bramble, SR., E. Pierre J.P. de Weck, F. Arnold W. Donald, G. Linda P. Hudson, H. Monica C. Lozano, I. Thomas J. May, J. Brian T. Moynihan, K. Lionel L. Nowell, III, L. Michael D. White, M. Thomas D. Woods, N. R. David Yost. | Issuer | Yes | For | For |
| | | | | 2. Approving Company's executive compensation, an advisory, non-binding "Say on Pay" resolution. | Issuer | Yes | For | For |
| | | | | 3. A vote on the frequency of future advisory "Say on Pay" resolutions for each year. | Issuer | Yes | For | For |
| | | | | 4. Ratifying the appointment of PricewaterhouseCooper LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal regarding clawback amendment. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal regarding divestiture & division study sessions. | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal regarding independent board chairman. | Security Holder | Yes | Against | For |
| | | | | 8. Stockholder proposal regarding report concerning gender pay equity. | Security Holder | Yes | Against | For |
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| Choice Hotels International, Inc. | CHH | 169905106 | 4/21/2017 | 1. Election of nine directors: A. Barbara T. Alexander, B. Stewart W. Bainum, JR., C. William L. Jews, D. Stephen P. Joyce, E. Monte J. M. Koch, F. Liza K. Landsman, G. Scott A. Renschler, H. Ervin R. Shames, I. John P. Tague. | Issuer | Yes | For | For |
| | | | | 2. Advisory vote on the frequency of future advisory votes on executive compensation to 1 year. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve executive compensation. | Issuer | Yes | For | For |
| | | | | 4. Approval of Choice Hotels International 2017 long-term incentive plan. | Issuer | Yes | Against | Against |
| | | | | 5. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. | Issuer | Yes | For | For |
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| Citigroup Inc. | C | 172967424 | 4/25/2017 | 1. Proposal to elect fifteen directors: A. Michael L. Corbat, B. Ellen M. Costello, C. Duncan P. Hennes, D. Peter B. Henry, E. Franz B. Humer, F. Renee J. James, G. Eugene M. McQuade, H. Michael E. O'Neill, I. Gary M. Reiner, J. Anthony M. Santomero, K. Diana L. Taylor, L. William S. Thompson, JR., M. James S. Turley, N. Deborah C. Wright, O. Ernesto Zedillo Ponce de Leon. | Issuer | Yes | For | For |
| | | | | 2. Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of Citi's 2016 executive compensation. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote to approve the frequency of future advisory votes on executive compensation to 1 year. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal requesting a report on the Company's policies and goals to reduce gender pay gap. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal requesting that the Board appoint a Stockholder Value Committee to address whether the divestiture of all non-core banking business segments would enhance shareholder value. | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions. | Security Holder | Yes | Against | For |
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| | | | | 8. Stockholder proposal requesting an amendment to the General Clawback policy to provide that a substantial portion of annual total compensation of Executive officers shall be deferred and forfeited, in part or whole, at the discretion of the Board, to help satisfy any monetary penalty associated with a violation of law. | Security Holder | Yes | Against | For |
| | | | | 9. Stockholder proposal requesting that the board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to voluntary resignation to enter government service. | Security Holder | Yes | Against | For |
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| Coresite Realty Corporation | COR | 21870Q105 | 5/24/2017 | 1. Elect seven directors: 01. Robert G. Stuckey, 02. Paul E. Szurek, 03. James A. Attwod, Jr., 04. Kelly C. Chambliss, 05. Michael R. Koehler, 06. J. David Thompson, 07. David A. Wilson. | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of KPMG LLP as Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve the compensation of Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote on the frequency of future advisory votes to approve the compensation of named executive officers to 1 year. | Issuer | Yes | For | For |
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| Cyrusone Inc. | CONE | 23283R100 | 4/28/2017 | 1. Elect eight directors: 01. Gary J. Wojtaszek, 02. David H. Ferdman, 03. John W. Gamble, JR., 04. Michael A. Klayko, 05. T. Tod Nielsen, 06. Alex Shumate, 07. William E. Sullivan, 08. Lynn A. Wentworth. | Issuer | Yes | For | For |
| | | | | 2. Approval of the advisory resolution to approve the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. Ratification of Deloitte & Touche LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
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| Digital Realty Trust, Inc. | DLR | 253868103 | 5/8/2017 | 1. Elect nine directors: a. Dennis E. Singleton, b. Laurence A. Chapman, c. Kathleen Earley, d. Kevin J. Kennedy, e. William G. LaPerch, f. Afshin Mohebbi, g. Mark R. Patterson, h. A. William Stein, i. Robert H. Zerbst. | Issuer | Yes | For | For |
| | | | | 2. Ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017. | Issuer | Yes | For | For |
| | | | | 3. To adopt a resolution to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 4. Recommendation, on a non-binding, advisory basis, regarding the frequency of holding future advisory votes on the compensation of Company's named executive officers to 1 year. | Issuer | Yes | For | For |
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| D.R. Horton, Inc. | DHI | 23331A109 | 1/19/2017 | 1. Elect five directors: A. Donald R. Horton, B. Barbara K. Allen, C. Brad S. Anderson, D. Michael R. Buchanan, E. Michael W. Hewatt. | Issuer | Yes | For | For |
| | | | | 2. Approval of the advisory resolution on executive compensation. | Issuer | Yes | For | For |
| | | | | 3. Ratify the appointment of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm. | Issuer | Yes | For | For |
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| Equinix, Inc. | EQIX | 29444U700 | 5/31/2017 | 1. Elect ten directors: 01. Thomas Bartlett, 02. Nanci Caldwell, 03. Gary Hromadko, 04. John Hughes, 05. Scott Kriens, 06. William Luby, 07. Irving Lyons, III, 08. Christopher Paisley, 09. Stephen Smith, 10. Peter Van Camp. | Issuer | Yes | For | For |
| | | | | 2. Approve by a non-binding advisory vote the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. Approve by a non-binding advisory vote the frequency of stockholder non-binding advisory votes on the Company's named executive officer compensation to 1 year. | Issuer | Yes | For | For |
| | | | | 4. Approve long-term incentive performance terms for certain of Company's executives. | Issuer | Yes | For | For |
| | | | | 5. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. | Issuer | Yes | For | For |
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| Extended Stay America, Inc. | STAY | 30224P211 | 5/17/2017 | 1. Elect seven directors: 01. Gerardo I. Lopez, 02. Douglas G. Geoga, 03. Kapila K. Anand, 04. Neil Brown, 05. Steven Kent, 06. Lisa Palmer, 07. Adam M. Burinescu. | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Deloitte & Touche LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 3. Approve, on an advisory basis, ESH Reit's executive compensation. | Issuer | Yes | For | For |
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| Freeport-McMoRan Inc. | FCX | 35671D857 | 6/6/2017 | 1. Elect eight directors: 01. Richard C. Adkerson, 02. Gerald J. Ford, 03. Lydia H. Kennard, 04. Andrew Langham, 05. Jon C. Madonna, 06. Courtney Mather, 07. Dustan E. McCoy, 08. Frances Fragos Townsend. | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of Ernst & Young LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 3. Approval, on an advisory basis, of the compensation of Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 4. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of Company's names executive officers. | Issuer | Yes | For | For |
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| La Quinta Holdings Inc. | LQ | 50420D108 | 5/18/2017 | 1. Elect ten directors: 01. James R. Abrahamson, 02. Glenn Alba, 03. Scott O. Bergren, 04. Alan J. Bowers, 05. Henry G. Cisneros, 06. Keith A. Cline, 07. Giovanni Cutaia, 08. Brian Kim, 09. Mitesh B. Shah, 10. Gary M. Sumers. | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2017. | Issuer | Yes | For | For |
| | | | | 3. Approve the adoption of an amendment to the Company's amended and restated certificate of incorporation to (I) effect a reverse stock split of the Company's common stock at a ration to be determined by the board of directors in its discretion from five designated alternatives and (II) reduce the number of authorized shares of the Company's common stock by the approved reverse split ratio. | Issuer | Yes | For | For |
| | | | | 4. Approve, in a non-binding advisory vote, the compensation paid to the Company's named executive officers. | Issuer | Yes | For | For |
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| Marriot International, Inc. | MAR | 571903202 | 5/5/2017 | 1. Elect fourteen directors: a. J.W. Marriot, Jr., b. Mary K. Bush, c. Bruce W. Duncan, d. Deborah M. Harrison, e. Frederick A. Henderson, f. Eric Hippeau, g. Lawrence W. Kellner, h. Debra L. Lee, i. Aylwin B. Lewis, j. George Munoz, k. Steven S. Reinemund, l. W. Mitt Ronmey, m. Susan C. Schwab, n. Arne M. Sorenson. | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of Ernst & Young as the Company's independent registered public accounting firm for fiscal 2017. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve executive compensation. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote on the frequency of future advisory votes to approve executive compensation. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal recommending adoption of Holy Land Principles. | Security Holder | Yes | Against | For |
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| Martin Marietta Materials, Inc. | MLM | 573284106 | 5/18/2017 | 1. Elect four directors: 1. Sue W. Cole, 2. Michael J. Quillen, 3. John J. Koraleski, 4. Stephen P. Zelnak, Jr. | Issuer | No | | |
| | | | | 2. Ratification of selection of PricewaterhouseCoopers LLP as independent auditors. | Issuer | No | | |
| | | | | 3. Approve, by a non-binding advisory vote, the compensation of Martin Marietta Materials, Inc.'s named executive officers. | Issuer | No | | |
| | | | | 4. Selection, by a non-binding advisory vote, of the frequency of future shareholder votes to approve the compensation of Martin Marietta Materials, Inc.'s named executive officers to 1 year. | Issuer | No | | |
| | | | | 5. Shareholder proposal asking the board of directors to adopt a proxy access bylaw. | Security Holder | No | | |
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| Morgan Stanley | MS | 617446448 | 5/22/2017 | 1. Elect fourteen directors: A. Erskine B. Bowles, B. Alistair Darling, C. Thomas H. Glocer, D. James P. Gorman, E. Robert H. Herz, F. Nobuyuki Hirano, G. Klaus Kleinfeld, H. Jami Miscik, I. Dennis M. Nally, J. Hutham S. Olayan, K. James W. Owens, L. Ryosuke Tamakoshi, M. Perry M. Traquina, N. Rayford Wilkins, Jr. | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Deloitte & Touche LLP as independent auditor. | Issuer | Yes | For | For |
| | | | | 3. Approve the compensation of executives. | Issuer | Yes | For | For |
| | | | | 4. Vote on the frequency of holding a non-binding advisory vote on the compensation of executives to 1 year. | Issuer | Yes | For | For |
| | | | | 5. Approve the amended and restated equity incentive compensation plan to increase the number of authorized shares and extend the term. | Issuer | Yes | Against | Against |
| | | | | 6. Approve the amended and restated director's equity capital accumulation plan to increase the number of authorized shares. | Issuer | Yes | For | For |
| | | | | 7. Shareholder proposal regarding a change in treatment of abstentions for purposes of vote-counting. | Security Holder | Yes | Against | For |
| | | | | 8. Shareholder proposal regarding a policy to prohibit vesting of deferred equity awards for senior executives who resign to enter government service. | Security Holder | Yes | Against | For |
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| Potlatch Corporation | PCH | 737630103 | 5/1/2017 | 1. Elect three directors: A. John S. Moody, B. Lawrence S. Peiros, C. Linda M. Breard. | Issuer | No | | |
| | | | | 2. Ratification of the appointment of KPMG LLP as Company's independent auditors for 2017. | Issuer | No | | |
| | | | | 3. Advisory vote to approve executive compensation. | Issuer | No | | |
| | | | | 4. Recommendation, by non-binding vote, of the frequency of future non-binding votes on executive compensation to 1 year. | Issuer | No | | |
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| PulteGroup, Inc. | PHM | 745867101 | 5/3/2017 | 1. Elect twelve directors: A. Brian P. Anderson, B. Bryce Blair, C. Richard W. Dreiling, D. Thomas J. Folliard, E. Joshua Gotbaum, F. Cheryl W. Grise, G. Andre J. Hawaux, H. Ryan R. Marshall, I. Patrick J. O'Leary, J. John R. Peshkin, K. Scott F. Powers, L. William J. Pulte. | Issuer | No | | |
| | | | | 2. Ratification of the appointment of Ernst & Young LLP as Company's independent registered public accounting firm. | Issuer | No | | |
| | | | | 3. Advisory vote to approve executive compensation. | Issuer | No | | |
| | | | | 4. Advisory vote to approve the frequency of the advisory vote regarding executive compensation to year. | Issuer | No | | |
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| QTS Realty Trust, Inc. | QTS | 74736A103 | 5/4/2017 | 1. Elect eight directors: 1. Chad L. Williams, 2. John W. Barter, 3. William O. Grabe, 4. Catherine R. Kinney, 5. Peter A. Marino, 6. Scott D. Miller, 7. Philip P. Trahanas, 8. Stephen E. Westhead. | Issuer | Yes | For | For |
| | | | | 2. Approve, on a non-binding advisory basis, the compensation paid to the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. Approve the 2017 amended and restated QTR Realty Trust, Inc. employee stock purchase plan. | Issuer | Yes | For | For |
| | | | | 4. Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. | Issuer | Yes | For | For |
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| Rio Tinto Plc | RIO | 767204100 | 4/12/2017 | 1. Receipt of the 2016 Annual report. | Issuer | No | | |
| | | | | 2. Approval of the Directors' report on remuneration and remuneration committee chairmans letter. | Issuer | No | | |
| | | | | 3. Approval of the renumeration report. | Issuer | No | | |
| | | | | 4. Approval of potential termination benefits. | Issuer | No | | |
| | | | | 5. Re-elect Megan Clark as a director. | Issuer | No | | |
| | | | | 6. Elect David Constable as a director. | Issuer | No | | |
| | | | | 7. Re-elect Jan du Plessis as a director. | Issuer | No | | |
| | | | | 8. Re-elect Ann Godbehere as a director. | Issuer | No | | |
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| | | | | 9. Elect Simon Henry as a director effective as of July 1, 2017. | Issuer | No | | |
| | | | | 10. Elect Jean-Sebastien Jacques as a director. | Issuer | No | | |
| | | | | 11. Elect Sam Laidlaw as a director. | Issuer | No | | |
| | | | | 12. Re-elect Michael L'Estrange as a director. | Issuer | No | | |
| | | | | 13. Re-elect Chris Lynch as a director. | Issuer | No | | |
| | | | | 14. Re-elect Paul Tellier as a director. | Issuer | No | | |
| | | | | 15. Re-elect Simon Thompson as a director. | Issuer | No | | |
| | | | | 16. Re-elect John Varley as a director. | Issuer | No | | |
| | | | | 17. Re-appointment of auditors. | Issuer | No | | |
| | | | | 18. Remuneration of auditors. | Issuer | No | | |
| | | | | 19. Authority to make political donations. | Issuer | No | | |
| | | | | 20. General authority to allot shares. | Issuer | No | | |
| | | | | 21. Disapplication of pre-emptive rights. | Issuer | No | | |
| | | | | 22. Authority to purchase Rio-Tinto plc shares. | Issuer | No | | |
| | | | | 23. Notice period for general meetings other than annual general meetings. | Issuer | No | | |
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| Southern Copper Corporation | SCCO | 84265V105 | 4/27/2017 | 1. Elect ten directors: 1. German L. Mota-Velasco, 2. Oscar Gonzalez Rocha, 3. Emilio Carrillo Gamboa, 4. Alfredo Casar Perez, 5. Enrique C.S. Mejorada, 6. Xavier G. De Q. Topete, 7. Daniel M. Quintanilla, 8. Luis M.P. Bonilla, 9. Gilberto P. Cifuentes, 10. Carlos Ruiz Sacristan. | Issuer | Yes | For | For |
| | | | | 2. Approve the extension of the directors' stock award plan. | Issuer | Yes | For | For |
| | | | | 3. Ratify the audit committee's selection of Galaz, Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, as Company's independent accountants for 2017. | Issuer | Yes | For | For |
| | | | | 4. Approve by, non-binding vote, executive compensation. | Issuer | Yes | For | For |
| | | | | 5. Recommend by, non-binding advisory vote, the frequency of the advisory vote on executive compensation to 1 year. | Issuer | Yes | For | For |
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| Vale S.A | VALE | 91912E105 | 8/12/2016 | 1.1 Ratification of the appointment of an effective and an alternate members of the board of directors, on the meetings of the board of directors held on 04/27/2016 and 05/25/2016, respectively, in accordance with the article 11, section 10 of Vale's by-laws. | Issuer | Yes | For | For |
| | | | | 1.2 Proposal to include a new section 4 in article 26 of Vale's by-laws regarding the age limitation to the exercise of functions of member of the executive baord of the company. | Issuer | Yes | For | For |
| | | | | 1.3 Proposal to amend the sole paragraph of article 9 of Vale's by-laws in order to establish that any person appointed by the chairman of the board of directors may serve as chairman of the shareholders general meetings in the case of temporary absence or impediment of the chairman or vice-chairman of the board of directors or their respective alternates. | Issuer | Yes | For | For |
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| Vale S.A | VALE | 91912E105 | 4/20/2017 | 1.1. Appreciation of management report and analysis, discussion and vote of the financial statements for the fiscal year ending December 31, 2016. | Issuer | No | | |
| | | | | 1.2. Proposal for the destination of profits of the fiscal year of 2016. | Issuer | No | | |
| | | | | 1.3. Appointment of the members of the Board of Directors: Effectives: Gueitiro Matsuo Genso, Dan Antonio Marinho Conrado, Marcel Juviniano Barros, Eduardo Refinetti Guardia, Fernando Jorge Buso Gomes, Denise Pauli Pavarina, Shinichiro Omachi, Oscar Augusto Camargo Filho, Eduardo de Salles Bartolomeo: Alternates: Gilberto Antonio Vieira, Arthur Prada Silva, Francisco Ferreira Alexandre, Robson Rocha, Moacir Nachbar Junior, Luiz Mauricio Leuzinger, Yoshitomo Nishimitsu, Eduardo de Oliveira Rodrigues Filho. | Issuer | No | | |
| | | | | 1.4 Appointment of the members of the fiscal council: Effectives: Marcelo Amaral Moraes, Marcus Vinicius Dias Severini, Eduardo Cesar Pasa: Alternates: Sergio Mamede Rosa do Nasciemento. | Issuer | No | | |
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| | | | | 1.5 Establishment of the global remuneration of the Senior Management members, Fiscal Council members and Advisory Committee members for 2017. | Issuer | No | | |
| | | | | 1.5.2 Establishment of the remuneration of the Fiscal Council members for 2017. | Issuer | No | | |
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| Vulcan Materials Company | VMC | 929160109 | 5/12/2017 | 1. Elect four directors: A. O.B. Grayson Hall, Jr., B. James T. Prokopanko, C. David P. Steiner, D. Kathleen Wilson-Thompson. | Issuer | No | | |
| | | | | 2. Approval, on an advisory basis, of the compensation of Company's named executive officers. | Issuer | No | | |
| | | | | 3. Advisory vote on the frequency of future advisory votes on executive compensation to 1 year. | Issuer | No | | |
| | | | | 4. Ratification of the appointment of Deloitte & Touche LLP as Company's independent registered public accounting firm for 2017. | Issuer | No | | |
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| CGM Trust - File No. 811-82 | | | | | | |
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| CGM Focus Fund | | | | | | | | |
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| Issuer | Ticker | CUSIP | Meeting
Date | Matter
Voted On | Proposed
By Issuer or
Security Holder | Was
Vote
Cast | Actual
Vote | For or
Against
Mgt. |
| Alaska Air Group, Inc. | ALK | 11659109 | 5/4/2017 | 1. Election of ten directors: A. Patricia M. Bedient, B. Marion C. Blakey, C. Phyllis J. Campbell, D. Dhiren R. Fonseca, E. Jessie J. Knight, Jr., F. Dennis F. Madden, G. Helvi K. Sandvik, H. J. Kenneth Thompson, I. Bradley D. Tilden, J. Eric K. Yeaman. | Issuer | No | | |
| | | | | 2. Advisory vote to approve the compensation of the Company's named executive officers. | Issuer | No | | |
| | | | | 3. Advisory vote on frequency of future advisory vote on named executive officer compensation. | Issuer | No | | |
| | | | | 4. Adoption and approval of amendment of the certification of incorporation to increase authorized shares of common stock. | Issuer | No | | |
| | | | | 5. Ratification of the appointment of KPMG LLP as the Company's independent accountants for fiscal year 2017. | Issuer | No | | |
| | | | | 6. Stockholder proposal regarding changes to the Company's proxy access bylaw. | Security Holder | No | | |
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| Alibaba Group Holdings Limited | BABA | 01609W102 | 8/16/2016 | 1. Election of five directors: 1a. Daniel Yong Zhang, 1b. Chee Hwa Tung, 1c. Jerry Yang, 1d. Wan Ling Martello, 1e. Eric Ziandong Jing. | Issuer | No | | |
| | | | | 2. Ratify the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the company. | Issuer | No | | |
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| Applied Materials | AMAT | 38222105 | 3/9/2017 | 1. Election of nine directors: 1A. Judy Bruner, 1B. Xun (Eric) Chen, 1C. Aart J. De Geus, 1D. Gary E. Dickerson, 1E. Stephen R. Forrest, 1F. Thomas J. Iannotti, 1G. Alexander A. Karsner, 1H. Adrianna C. Ma, 1I. Dennis D. Powell. | Issuer | Yes | For | For |
| | | | | 2. Approval, on an advisory basis, of the compensation of Applied Materials' named executive officers for fiscal year 2016. | Issuer | Yes | For | For |
| | | | | 3. Approval, on an advisory basis, of the frequency of holding an advisory vote on executive compensation to 1 year. | Issuer | Yes | For | For |
| | | | | 4. Approval of the material terms of the performance goals for purposes of section 162(M) and an annual limit on awards to non-employee directors under the amended and restated employee stock incentive plan. | Issuer | Yes | For | For |
| | | | | 5. Approval of the material terms of the performance goals for purposes of section 162 (M) under the amended and restated senior executive bonus plan. | Issuer | Yes | For | For |
| | | | | 6. Ratification of the appointment of KPMG LLP as Applied Materials' independent registered public accounting firm for fiscal year 2017. | Issuer | Yes | For | For |
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| Banco Bradesco S.A. | BBD | 59460303 | 3/10/2017 | 1. Elect the Fiscal Council's members; Luiz Carlos De Freitas, Jose Luiz Rodrigues Bueno. | Issuer | Yes | For | For |
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| Bank of America | BAC | 60505104 | 4/26/2017 | 1. Election of fourteen directors: A. Sharon L. Allen, B. Susan S. Bies, C. Jack O. Bovender, JR., D. Frank P. Bramble, SR., E. Pierre J.P. de Weck, F. Arnold W. Donald, G. Linda P. Hudson, H. Monica C. Lozano, I. Thomas J. May, J. Brian T. Moynihan, K. Lionel L. Nowell, III, L. Michael D. White, M. Thomas D. Woods, N. R. David Yost. | Issuer | Yes | For | For |
| | | | | 2. Approving Company's executive compensation, an advisory, non-binding "Say on Pay" resolution. | Issuer | Yes | For | For |
| | | | | 3. A vote on the frequency of future advisory "Say on Pay" resolutions for each year. | Issuer | Yes | For | For |
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| | | | | 4. Ratifying the appointment of PricewaterhouseCooper LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal regarding clawback amendment. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal regarding divestiture & division study sessions. | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal regarding independent board chairman. | Security Holder | Yes | Against | For |
| | | | | 8. Stockholder proposal regarding report concerning gender pay equity. | Security Holder | Yes | Against | For |
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| Citigroup Inc. | C | 172967424 | 4/25/2017 | 1. Proposal to elect fifteen directors: A. Michael L. Corbat, B. Ellen M. Costello, C. Duncan P. Hennes, D. Peter B. Henry, E. Franz B. Humer, F. Renee J. James, G. Eugene M. McQuade, H. Michael E. O'Neill, I. Gary M. Reiner, J. Anthony M. Santomero, K. Diana L. Taylor, L. William S. Thompson, JR., M. James S. Turley, N. Deborah C. Wright, O. Ernesto Zedillo Ponce de Leon. | Issuer | Yes | For | For |
| | | | | 2. Proposal to ratify the selection of KPMG LLP as Citi's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 3. Advisory approval of Citi's 2016 executive compensation. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote to approve the frequency of future advisory votes on executive compensation to 1 year. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal requesting a report on the Company's policies and goals to reduce gender pay gap. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal requesting that the Board appoint a Stockholder Value Committee to address whether the divestiture of all non-core banking business segments would enhance shareholder value. | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal requesting a report on lobbying and grassroots lobbying contributions. | Security Holder | Yes | Against | For |
| | | | | 8. Stockholder proposal requesting an amendment to the General Clawback policy to provide that a substantial portion of annual total compensation of Executive officers shall be deferred and forfeited, in part or whole, at the discretion of the Board, to help satisfy any monetary penalty associated with a violation of law. | Security Holder | Yes | Against | For |
| | | | | 9. Stockholder proposal requesting that the board adopt a policy prohibiting the vesting of equity-based awards for senior executives due to voluntary resignation to enter government service. | Security Holder | Yes | Against | For |
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| Freeport-McMoRan Inc. | FCX | 35671D857 | 6/6/2017 | 1. Elect eight directors: 01. Richard C. Adkerson, 02. Gerald J. Ford, 03. Lydia H. Kennard, 04. Andrew Langham, 05. Jon C. Madonna, 06. Courtney Mather, 07. Dustan E. McCoy, 08. Frances Fragos Townsend. | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of Ernst & Young LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
| | | | | 3. Approval, on an advisory basis, of the compensation of Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 4. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of Company's names executive officers. | Issuer | Yes | For | For |
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| Goldman Sachs Group, Inc. | GS | 38141G104 | 4/28/2017 | 1. To elect eleven directors: A. Lloyd C. Blankfein, B. M. Michele Burns, C. Mark A. Flaherty, D. William W. George, E. James A. Johnson, F. Ellen J. Kullman, G. Lakshmi N. Mittal, H. Adebayo O. Oguniesi, I. Peter Oppenheimer, J. David A. Viniar, K. Mark O. Winkelman. | Issuer | No | | |
| | | | | 2. Advisory vote to approve executive compensation. | Issuer | No | | |
| | | | | 3. Advisory vote on the frequency of Say on Pay. | Issuer | No | | |
| | | | | 4. Ratification of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for 2017. | Issuer | No | | |
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| JP Morgan Chase & Co. | JPM | 46625H100 | 5/16/2017 | 1. To elect twelve directors: a. Linda B. Bammann, b. James A. Bell, c. Crandall C. Bowles, d. Stephen B. Burked, e. Todd A. Combs, f. James S. Crown, g. James Dimon, h. Timothy P. Flynn, i. Laban P. Jackson, Jr., j. Michael A. Neal, k. Lee R. Raymond, l. William C. Weldon. | Issuer | Yes | For | For |
| | | | | 2. Advisory resolution to approve executive compensation. | Issuer | Yes | For | For |
| | | | | 3. Ratification of PricewaterhouseCoopers LLP as company's independent registered public accounting firm. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote on frequency of advisory resolution to approve executive compensation. | Issuer | Yes | For | For |
| | | | | 5. Stockholder proposal regarding an independent board chairman. | Security Holder | Yes | Against | For |
| | | | | 6. Stockholder proposal regarding vesting for government service. | Security Holder | Yes | Against | For |
| | | | | 7. Stockholder proposal regarding clawback amendment. | Security Holder | Yes | Against | For |
| | | | | 8. Stockholder proposal regarding gender pay equity. | Security Holder | Yes | Against | For |
| | | | | 9. Stockholder proposal regarding how votes are counted. | Security Holder | Yes | Against | For |
| | | | | 10. Stockholder proposal regarding special shareowner meetings. | Security Holder | Yes | Against | For |
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| Lam Research Corporation | LRCX | 512807108 | 11/9/2016 | 1. To elect nine directors: 01. Martin B. Anstice, 02. Eric K. Brandt, 03. Michael R. Cannon, 04. Youssef A. El-Mansy, 05. Christine A.Heckart, 06. Catherine P. Leggo, 07. Stephen G. Newberry, 08. Abhijit Y. Talwalkar, 09. Rick L. Tsai. | Issuer | Yes | For | For |
| | | | | 2. Elect two additional directors, subject to and contingent upon the acquisition of KLA-Tenco Corporation being consummated prior to 2016 annual meeting of stockholders: 10. John T. Dickson, 11. Gary B. Moore. | Issuer | Yes | For | For |
| | | | | 3. Advisory vote to approve the compensation of the named executive officers of Lam Research. | Issuer | Yes | For | For |
| | | | | 4. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2017. | Issuer | Yes | For | For |
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| Lowes Companies, Inc. | LOW | 548661107 | 6/2/2017 | 1. Elect eleven directors: 01. Raul Alvarez, 02. Angela F. Braly, 03. Sandra B. Cochran, 04. Laurie Z. Douglas, 05. Richard W. Dreiling, 06. Robert L. Johnson, 07. Marshall O. Larsen, 08. James H. Morgan, 09. Robert A. Niblock, 10. Bertram L. Scott, 11. Eric C. Wiseman. | Issuer | No | | |
| | | | | 2. Advisory vote to approve Lowe's named executive officer compensation in fiscal 2016. | Issuer | No | | |
| | | | | 3. Advisory vote on the frequency of future advisory votes to approve Lowe's named executive officer compensation | Issuer | No | | |
| | | | | 4. Ratification of the appointment of Deloitte & Touche LLP as Lowe's independent registered public accounting firm for fiscal 2017. | Issuer | No | | |
| | | | | 5. Stockholder proposal regarding the feasibility of setting renewable energy sourcing target. | Security Holder | No | | |
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| Micron Technology, Inc. | MU | 595112103 | 1/18/2017 | 1. Elect seven directors: 1. Robert L. Bailey, 2. Richard M. Beyer, 3. Patrick J. Byrne, 4. D. Mark Duncan, 5. Mercedes Johnson, 6. Lawrence N. Mondry, 7. Robert E. Switz. | Issuer | Yes | For | For |
| | | | | 2. Approve Company's amended and restated 2007 equity incentive plan and increase the shares reserved for issuance thereunder by 30,000,000. | Issuer | Yes | Against | Against |
| | | | | 3. Ratify the adoption of Company's section 382 rights agreement. | Issuer | Yes | For | For |
| | | | | 4. Ratify the appointment of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for the fiscal year ending August 31, 2017. | Issuer | Yes | For | For |
| | | | | 5. Approve a non-binding resolution to approve the compensation of Company's named executive officers. | Issuer | Yes | For | For |
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| Mohwak Industries, Inc. | MHK | 608190104 | 5/18/2017 | 1. Elect three directors: 1. Mr. Ill, 2. Mr. Lorberbaum, 3. Dr. Smith Bogart. | Issuer | No | | |
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| | | | | 2. Ratify the selection of KPMG LLP as the Company's independent registered public accounting firm. | Issuer | No | | |
| | | | | 3. Advisory vote to approve executive compensation. | Issuer | No | | |
| | | | | 4. Advisory vote on the frequency of future advisory votes on executive compensation to 1 year. | Issuer | No | | |
| | | | | 5. Approval of Mohawk Industries, Inc. 2017 incentive plan. | Issuer | No | | |
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| Morgan Stanley | MS | 617446448 | 5/22/2017 | 1. Elect fourteen directors: A. Erskine B. Bowles, B. Alistair Darling, C. Thomas H. Glocer, D. James P. Gorman, E. Robert H. Herz, F. Nobuyuki Hirano, G. Klaus Kleinfeld, H. Jami Miscik, I. Dennis M. Nally, J. Hutham S. Olayan, K. James W. Owens, L. Ryosuke Tamakoshi, M. Perry M. Traquina, N. Rayford Wilkins, Jr. | Issuer | Yes | For | For |
| | | | | 2. Ratify the appointment of Deloitte & Touche LLP as independent auditor. | Issuer | Yes | For | For |
| | | | | 3. Approve the compensation of executives. | Issuer | Yes | For | For |
| | | | | 4. Vote on the frequency of holding a non-binding advisory vote on the compensation of executives to 1 year. | Issuer | Yes | For | For |
| | | | | 5. Approve the amended and restated equity incentive compensation plan to increase the number of authorized shares and extend the term. | Issuer | Yes | Against | Against |
| | | | | 6. Approve the amended and restated director's equity capital accumulation plan to increase the number of authorized shares. | Issuer | Yes | For | For |
| | | | | 7. Shareholder proposal regarding a change in treatment of abstentions for purposes of vote-counting. | Security Holder | Yes | Against | For |
| | | | | 8. Shareholder proposal regarding a policy to prohibit vesting of deferred equity awards for senior executives who resign to enter government service. | Security Holder | Yes | Against | For |
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| Nvidia Corporation | NVDA | 67066G104 | 5/23/2017 | 1. Elect twelve directors: a. Robert K. Burgess, b. Tench Coxe, c. Persis S. Drell, d. James C. Gaither, e. Jen-Hsun Huang, f. Dawn Hudson, g. Harvey C. Jones, h. Michael G. McCaffery, i. William J. Miller, j. Mark L. Perry, k. A. Brooke Seawell, l. Mark A. Stevens. | Issuer | No | | |
| | | | | 2. Approval of executive compensation. | Issuer | No | | |
| | | | | 3. Approval of the frequency of holding a vote on executive compensation to 1 year. | Issuer | No | | |
| | | | | 4. Ratification of selection of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for fiscal year 2018. | Issuer | No | | |
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| Petroleo Brasileiro | PBR | 71654V408 | 11/30/2016 | 1. Election of a member of the Board of Directors by minority shareholders, holding common shares, in compliance with article 150 of the Brazilian Corporation law and article 25 of the Bylaws, Mr. Marcelo Mesquita de Siqueira Filho. | Issuer | Yes | For | For |
| | | | | 2. Proposal for approval of the sale of 90% of the stake owned by Petrobras in the Nova Transportation do Sudeste-NTS for the Nova Infraestrutura Fundo de Investimento em Participacoes, and equity fund managed by Brookfield Asset Management Investment Brazil Ltda., immediately after the completion of the corporate reorganization involving the NTS and the Transportadora Associada de Gas-Tag, under implementation. | Issuer | Yes | For | For |
| | | | | 3. Proposal for Petrobras waiver it's preemptive right to subsribe in the debentures convertible into shares that will be issued in due course by NTS as a subsidiary of Petrobras. | Issuer | Yes | For | For |
| | | | | 4. Proposed reform of Bylaws of Petrobras. | Issuer | Yes | For | For |
| | | | | 5. Consolidation of the Bylaws to reflect the approved changes. | Issuer | Yes | For | For |
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| Prudential Financial, Inc. | PRU | 744320102 | 5/9/2017 | 1. Elect twelve directors: A. Thomas J. Baltimore, Jr., B. Gilbert F. Casellas, C. Mark B. Grier, D. Martina Hund-Mejean, E. Karl J. Krapek, F. Peter R. Lighte, G. George Paz, H. Sandra Pianalto, I. Christine A. Poon, J. Douglas A. Scovanner, K. John R. Strangfeld, L. Michael A. Todman. | Issuer | Yes | For | For |
| | | | | 2. Ratification of the appointment of PricewaterhouseCoopers LLP as Company's independent registered public accounting firm for 2017. | Issuer | Yes | For | For |
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| | | | | 3. Advisory vote to approve named executive officer compensation. | Issuer | Yes | For | For |
| | | | | 4. Advisory vote on frequency of executive officer compensation non-binding votes to 1 year. | Issuer | Yes | For | For |
| | | | | 5. Shareholder proposal regarding an independent board chairman. | Security Holder | Yes | Against | For |
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| Tata Motors Limited | TTM | 876568502 | 8/9/2016 | 1. Receive, consider and adopt: A. The audited financial statements of the Company for the financial year ended March 31, 2016 together with the reports of the directors and the auditors thereon, B. The audited consolidated financial statements of the Company for the financial year ended March 31, 2016, together with the report of the auditors thereon. | Issuer | No | | |
| | | | | 2. Declare a dividend on ordinary shares and 'A' ordinary shares. | Issuer | No | | |
| | | | | 3. Appoint a director in place of Mr. Ravindra Pisharody who retires by rotation and being eligible, offers himself for re-appointment. | Issuer | No | | |
| | | | | 4. Ratification of auditors appointment. | Issuer | No | | |
| | | | | 5. Appointment of Mr. Guenter Butschek as a director. | Issuer | No | | |
| | | | | 6. Appointment of Mr. Guenter Butschek as the chief executive officer and managing director. | Issuer | No | | |
| | | | | 7. Re-appointment of Mr. Ravindra Pisharody, executive director (commercial vehicles) and payment of remuneration. | Issuer | No | | |
| | | | | 8. Re-appointment of Mr. Satish Borwankar, executive director (quality) and payment of remuneration. | Issuer | No | | |
| | | | | 9. Payment of remuneration to the cost auditor. | Issuer | No | | |
| | | | | 10. Offer or invite for subscription of non-convertible debentures on a private placement basis. | Issuer | No | | |
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| Teradyne, Inc. | TER | 880770102 | 5/6/2017 | 1. Elect eight directors: A. Michael A. Bradley, B. Daniel W. Christman, C. Edwin J. Gillis, D. Timothy E. Guertin, E. Mark E. Jagiela, F. Mercedes Johnson, G. Paul J. Tufano, H. Roy A. Vallee. | Issuer | Yes | For | For |
| | | | | 2. Approve, in a non-binding, advisory vote, the compensation of the Company's named executive officers. | Issuer | Yes | For | For |
| | | | | 3. Approve, in a non-binding, advisory vote, the frequency of an advisory vote on the compensation of the Company's named executives to 1 year. | Issuer | Yes | For | For |
| | | | | 4. Ratify the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2017. | Issuer | Yes | For | For |
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| United Rentals, Inc. | URI | 911363109 | 5/4/2017 | 1. Elect nine directors: a. Jenne K. Britell, b. Jose B. Alvarez, c. Bobby J. Griffin, d. Michael J. Kneeland, e. Singleton B. McAllister, f. Jason D. Papastavrou, g. Filippo Passerini, h. Donald C. Roof, i. Shiv Singh. | Issuer | No | | |
| | | | | 2. Ratification of Appointment of Ernst & Young LLP as Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. | Issuer | No | | |
| | | | | 3. Approve executive compensation on an advisory basis. | Issuer | No | | |
| | | | | 4. Advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years with one year being the recommendation. | Issuer | No | | |
| | | | | 5. Consider the Company's proposal to amend the Company's restated certificate of incorporation to remove supermajority voting requirements. | Issuer | No | | |
| | | | | 6. Stockholder proposal regarding special shareowner meetings. | Security Holder | No | | |
| | | | | 7. Consider the Company's proposal to amend the Company's restated certificate of incorporation to allow amendment to By-laws granting stockholders holding 25% or more the ability to call special meetings of stockholders. | Issuer | No | | |
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| Vale S.A | VALE | 91912E105 | 8/12/2016 | 1.1 Ratification of the appointment of an effective and an alternate members of the board of directors, on the meetings of the board of directors held on 04/27/2016 and 05/25/2016, respectively, in accordance with the article 11, section 10 of Vale's by-laws. | Issuer | No | | |
| | | | | 1.2 Proposal to include a new section 4 in article 26 of Vale's by-laws regarding the age limitation to the exercise of functions of member of the executive board of the company. | Issuer | No | | |
| | | | | 1.3 Proposal to amend the sole paragraph of article 9 of Vale's by-laws in order to establish that any person appointed by the chairman of the board of directors may serve as chairman of the shareholders general meetings in the case of temporary absence or impediment of the chairman or vice-chairman of the board of directors or their respective alternates. | Issuer | No | | |
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| Vale S.A | VALE | 91912E105 | 4/20/2017 | 1.1. Appreciation of management report and analysis, discussion and vote of the financial statements for the fiscal year ending December 31, 2016. | Issuer | No | | |
| | | | | 1.2. Proposal for the destination of profits of the fiscal year of 2016. | Issuer | No | | |
| | | | | 1.3. Appointment of the members of the Board of Directors: Effectives: Gueitiro Matsuo Genso, Dan Antonio Marinho Conrado, Marcel Juviniano Barros, Eduardo Refinetti Guardia, Fernando Jorge Buso Gomes, Denise Pauli Pavarina, Shinichiro Omachi, Oscar Augusto Camargo Filho, Eduardo de Salles Bartolomeo: Alternates: Gilberto Antonio Vieira, Arthur Prada Silva, Francisco Ferreira Alexandre, Robson Rocha, Moacir Nachbar Junior, Luiz Mauricio Leuzinger, Yoshitomo Nishimitsu, Eduardo de Oliveira Rodrigues Filho. | Issuer | No | | |
| | | | | 1.4 Appointment of the members of the fiscal council: Effectives: Marcelo Amaral Moraes, Marcus Vinicius Dias Severini, Eduardo Cesar Pasa: Alternates: Sergio Mamede Rosa do Nasciemento. | Issuer | No | | |
| | | | | 1.5 Establishment of the global remuneration of the Senior Management members, Fiscal Council members and Advisory Committee members for 2017. | Issuer | No | | |
| | | | | 1.5.2 Establishment of the remuneration of the Fiscal Council members for 2017. | Issuer | No | | |
SIGNATURES
[See General Instruction F]
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.
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| (Registrant) | CGM TRUST |
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| By (Signature and Title)* | /s/ David C. Fietze |
| | David C. Fietze, President |
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| Date | August 31, 2017 |
* Print the name and title of each signing officer under his or her signature.
